Ben 10: The Fairy Tail
by Zero0000Zero
Summary: Ben Tennyson has lost his Universe and is sent to The Earthland along with his partner Rook Blonko. A world with less tech and full of magic. Though Ben is himself a Anodite, will he able to survive in this new Universe with new allies facing new enemies. Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place. Idea adopted from Rexfan1333. Editing done by Ultimate10.
1. The Earthland

**BEN 10 AND FAIRY TAIL CROSSOVER**

**I don't own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations.**

**Now with the story; Ben is Nineteen year old in this story. He had gained a new Omnitrix, better than ever. The Evolutionary Functions were still available. Apart from this, he also has Master Control unlocked though I don't make him use Voice Command every time. Although having the Master Control, he will only be having near about Seventy DNA in his watch and more DNA will be acquired as Omnitrix scan other's DNA. Apart from this it has many new functions available which will be shown as the story progress. One more thing is that, Ben has also acquired his Anodite powers which he had not mastered yet however he has mastered in Martial Arts. Since Ben is Nineteen, he is also become matured. His dress color has also been changed while some of his Alien's look has also changed a bit. Almost all the Alien has Ultimate form except ALIEN X. Rook is also accompanying Ben into this new Universe. His equipment has also changed a bit like having Jetpack. As written in summary, Ben has lost his Universe and is transported to Earthland by Professor Paradox. The incident back in his Universe will be narrated later on in the story.**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**The basic idea of this story was given by Rexfan1333.**

**One more thing, please, don't forget to leave a review. Ideas and Criticism are always appreciated. If you found any error, let me know so that I can correct it. Until then Enjoy.**

* * *

**CHAPTER-1**

**THE EARTHLAND**

It was a dark black space with thousands of stars like object twinkling far in the space. If someone look properly at those twinkling object then, they can see that it is Galaxies. Suddenly there was a flash of blue light and when it died down; it reveals two guys standing there.

First one was a nineteen years old young Caucasian American boy having slime and lean but well muscular build figure with broad muscular chest having shaggy brown hair, green emerald eyes and pale skin clad in a white T-shirt and a dark navy blue jean and a black shiny jacket with green color stripe running down the left side of him with a number 10 forged in emerald color just above his heart. On his right wrist was attached a very strange looking watch which more resembles like a gauntlet with its faceplate center portion as green hourglass symbol. While it's lower wand was extended up to his elbow. Second one was a bluish humanoid who was tall with periwinkle Blue colored fur, back markings on his face and pointed ears. The middle of his face, his chest and his stomach are white. He has black stripes on his shoulder, waist and lower legs. He was carrying a very advanced Proto-Tool on his shoulder and was wearing a very durable blue-black color Proto-Tech-Armor with the same symbol of green hourglass on both his Proto-Tool and Armor. The former one is a famous teen superhero, Benjamin Kirby Tennyson also known as Ben 10 with the powerful ultimate weapon called as Omnitrix which let him to transform into any being in the whole universe created by a Galvan scientist from the planet Galvan Prime known by the name, Azmuth and the latter one is Rook Blonko, from planet Revonnah; alien partner of Ben. Currently the former one was on his knees sobbing while the latter was standing beside him, comforting him.

"We meets each other again Ben" said a fair looking man in his late thirties with black eyes and hair, wearing a white lab coat over a brown jacket and black trouser. Underneath the brown jacket he was wearing a white shirt with a black tie. He had also a green goggles wrapped around his neck while a golden colored pocket watch grasped in his hand.

"Professor Paradox? Where am I?" Ben asked getting up on his feet while shocked seeing the time traveler in front of him.

"You were in Space-Time-Continuum Stream rift from where all universes originates" Paradox said as he started walking

"Why are we here?" Rook asked following Professor Paradox

"I am really sorry Ben… I…" Paradox apologize not answering Rook's previous question before being interjected by Ben

"It's not your fault Professor Paradox… You didn't do anything" Ben said sadly as his eyes began to watered

"I didn't do anything nor that I could have able to do anything" Paradox said sadly "That's why I am sorry"

"I just wish… Somehow I would have been there for them…" Ben said "I didn't even get the last chance to see them"

"It was a trap to begin with Ben…" Paradox said before interrupted by Rook

"Yes…And we fell in that trap" Rook finished saddened for his human partner

"You could have warn me Professor Paradox" Ben said "May be then I could had saved them"

"Ben…You should have known by now that I cannot mess with the continuous time stream…All alone alter it" Paradox said "I had warned you before that the time will come when you will have to make a Ultimate decision"

"I didn't had any other choice" Ben said looking down at his feet

"There had always been a choice Ben" Paradox said "But the outcome would have been same or may be a little different if you had learned what Magistrate Max Tennyson had said you"

"Can Alien X revive everybody back? Is it possible that they will second my motion?" Ben asked desperately

"It's unlikely…As far as I had known them, they also don't messes with time and space though there is a slight chance that they could if you able to make them agree to motion it by giving good reason, if you have any" Paradox exclaimed

"And you?" Ben asked again still with a slight bit of hope present deep down his heart

"I am sorry…Ben…There's some things which are out of my reach" Paradox said a little saddened "Even if I had the power then also I couldn't… I can't alter which is destined"

"Then why are we here?" Rook asked

"Life is providing you a second chance Ben…I am transporting you and Rook to a new universe where you will live your life from now on" Paradox said with a smile

"I don't think I am ready for that yet" Ben admitted

"I know you are" Paradox smiled "And there is no other place for both of you now. Is it?"

"No" Ben asked "Where I am going?"

"You will see" Paradox said with a smile

"Why Rook will accompany me?" Ben asked again "Shouldn't he return back to his own planet Revonnah?"

"Because it is destined to be so" Paradox answered

"And I will be glad to be his partner, if he respect me even a little bit" Rook said bringing a smile on Ben's face

"Hey" Ben frowned

**THE EARTHLAND**

Most of the known part of The Earthland is occupied by a very large peninsula, with some isles of different sizes being scattered in the sea surrounding it, and the peninsula itself being linked to the mainland, whose geography is mainly unknown.

The territory seems to be split into several countries like The Kingdom of Fiore occupying a smaller, secondary peninsula sprouting from the main one, to the west… The Principality of Veronica a small country located in the mountains north to Fiore… The country of Seven, occupying a peninsula northeast of Fiore… The country of Bosco, located east of Fiore. The country of Iceberg, located to the east of Seven and northeast of Bosco… The country of Minstrel, located to the southeast of Fiore, separated from it by a large gulf with an island in its center… The country of Midi, located on a small peninsula south of Mins… The country of Desierto, a large region located east of Mins. The country of Joya, located north of Desierto… The country of Bellum, located east of Desierto, on the eastern shore of the large lake separating it from Desierto and Joya... The country of Sin, located on a peninsula in the southern part of the Continent… The island of Caelum, located in the sea not far from Minstrel's western shores… The island of Enca, located south of Sin… And finally The Pergrande Kingdom, the largest country, located in the easternmost part of the peninsula, linking it to the mainland…

The Earthland is famous for more than just for it kingdoms. It was a world of Magic. Magic had been around for centuries in Earth Land. Every type of Magic came from The One Magic, the original source of all types of Magic. Magic was once oppressed and feared, but gradually became an everyday phenomenon. Magic was bought and sold in this world every day. Magic occurs in all individuals but only 10% of humankind uses it. It became an integral part of people's lives. The machinery run there was also through magic. Some spell were ancient and forbidden to use while some magic user abilities were ancient itself and were rare to find. And there were those who used magic in life as their occupation. They were referred to as wizards, or more commonly known as Mages. The wizards belonged to various guilds, and performed jobs on commission. There were a number of large guilds within the country each headed by their respective Wizard Saints.

Hargeon is a large port town in Fiore and also one of its most beautiful old towns. The town is more prosperous and renowned in fishing rather than using Magic because only 10% of the people in the town have the ability to use Magic. So in all over the Hargeon there was only one magic shop was present which more was specifically for wizard's passing by. Like any port city, it has its own large marina, located in the southern part of town. In the town, there is also a train station and a public park.

**RAILWAY STATION, HARGEON**

"Excuse me sir" said the train conductor wearing blue coat and trouser as uniform.

There was a lean, muscular young Caucasian man of average height with a slightly tan skin tone, black eyes, and spiky pink-colored hair; He also has a scar on the right side of his neck which was remained hidden by his scarf. He was wearing a sleeveless, gold trimmed, black waistcoat left open and untucked, exposing his bare chest, white knee-length trousers, a thick black wristband on his left wrist, black open-toed sandals and the scale-patterned scarf he received from his adoptive fire dragon father Igneel. He also has gained a cross-shaped scar on the left side of his abdomen while a red guild mark is located just below his right shoulder. Second one was a small blue color cat exceed with a white underbelly belly. He has a rectangular head, with pink ears, big black eyes with small, thin eyebrows, and light blue cheek marks near to his tiny whiskers. He has a triangular nose that leads to semi-round upper lips on the sides. His body is rectangular too, and being an Exceed, it has a structure that allows him to walk erect unlike normal cats. He has a long, white-tipped tail; and the other parts of his tail are blue. He was carrying around a green backpack which covers his green Guild Mark that is on his back. They were the member of the famous guild in whole Earthland named as Fairy Tail. Former one was Natsu Dragneel while latter one was his partner Happy.

Currently Natsu was lying on the floor while Happy was standing beside him. It seems like that the former one is not doing well and is having motion sickness while the latter one was trying to wake up him.

"Natsu…Natsu…We had made it to Hargeon…Come on. Get up. Get up already" Happy said excitedly

"Is he alright?" asked the train conductor concerned by looking at the condition of Natsu

"Aye…He is fine…He has always been like this whenever he travels" answered Happy

"I cannot handle it anymore…I-I am never riding this stupid train ever again" Natsu weakly whined

"Stop whining okay…If our information is correct, we should find that Salamander somewhere in this town. Let's go" Happy said stepping out of the train while inspecting his surrounding

"Just give a second…Okay" Natsu pleaded while hanging by the train's window ready to empty his stomach anytime when suddenly train starts moving.

"NOOOO…NOOOOOOOOO" Natsu roared while the train departed and in turn carries him away too

"Uh…Uh…There he goes again" quipped Happy while gazing at the direction, train had departed…

**MAGIC SHOP, HARGEON**

This was the famous magic shop located in Hargeon. It wasn't famous because of what it has in stores but was famous because it was the only magic shop in Hargeon where most people don't even know how to use magic. Inside the store was a shop keeper who is a decidedly older-looking man with two sections of gray hair that protrude from either side of his head. He has black eyes and a small nose that resembles a pig's snout. He wears a dark, almost rusty, gold shirt and a dark green hat with a pointed tip that has a yellow star on its front. There was also a young Caucasian maiden with brown eyes and shoulder length blonde hair that is tied by ribbons in a variety of colors in a small ponytail to the right side of her head with the rest of the hair loose. She has large breasts, and a curvaceous body. She wore a sleeveless blue and white shirt, a black mini skirt, and black leather high heeled boots. Strapped to a belt around her waist was a whip with a heart-shaped end. And on the right side, was a pouch holding golden keys. She was Lucy Heartfilia, a celestial spirit mage.

"What? You mean to tell me that there is only one magic shop in this whole town!" exclaimed Lucy

"This place is famous for its renowned fishing spots and people's love for fishing than magic. Most people in town don't even know how to use magic. This shop is only been setup for travelling mages who passes through here" said Shop owner

"Oh…I just came this whole way for nothing" Lucy said a little saddened

"Now…Now…Don't say like that lady. I have all the latest tools here. Let me show you some which I had got lately. This ColorS card is really famous among ladies. It can change the color of your dress anytime you want" Shop owner said trying to lighten up her mood by showing a pink card however Lucy kept ignoring him looking for something useful

"Purple" Shop owner said giving a demonstration and immediately his dress color changed into purple

"I have that one already. Actually I am really looking for a powerful gate key" Lucy said getting bored by the act of old man

"Gate keys…Huh. That's a very weird request" Shop owner said tapping his chin

"That's the while puppy…white doggy" Lucy happily chirped as soon as her eyes fallen upon a silver key kept in a corner

"That's not powerful at all" mumbled Shop owner

"I know…But I really…Really want it. So how much it is?" Lucy said excitedly

"Twenty thousand Jewels" Shop owner said

"I am sorry. How much was it again?" Lucy said trying to sound pretty

"Like I said…Twenty thousand Jewels" Shop owner said straight forward

"Oh…Come on. How much it is really worth? Surely you could cut me a deal. You wonderful old man" Lucy winked while posing and showing off her curvaceous beautiful figures trying to seduce the old man.

**AFTER SOMETIME**

"I can't believe he knocked off only thousand jewels. He must really have been a blind to ignore me like that. That trick usually works. So much for using my feminine appeal" Lucy muttered while stomping away when her attention was drawn to a couple of girls who were gossiping among themselves.

"Are you serious? He is really here?"

"Who is?"

"Salamander"

"Salamander!" squealed Lucy excitedly as soon as she heard of him "Isn't he is the one wizard who uses fire magic which we cannot buy in stores. Wow…He is really in the town"

**ELSE WHERE**

"Oh man… I can't believe I had to ride that stupid damned train twice" groaned Natsu looking tired

"You really got to overcome your motion sickness" Happy suggested

"Now I am so hungry that I can eat my own flames" Natsu commented

"It's too bad, we don't have any money to buy foods nor I have any fish for myself" Happy said sadly

"Yeah… I really hope that the Salamander we were looking for must be gotta in this town, right?" Natsu said

"Aye" Happy agreed "Because the only other fire wizard I heard should be here somewhere"

"That's true" Natsu said before their attention was attracted to crowds of people consist mainly of girls cheering for Salamander

"SALAMANDER" Natsu exclaimed running toward the crowd "Speak of the devil. What the luck we were having today, Happy?"

"AYE-SIR" Happy said excitedly

Immediately both dashed off in the direction of crowds from where lots of squealing and yelling could be heard.

**MARKET, HARGEON**

In the middle of the streets of market of Hargeon, a large group of beautiful ladies including Lucy, with hearts in their eyes were staring at a relatively tall and slim man with mildly short, spiky hair jutting outwards, with a long fringe left hanging over the upper left part of his face. His hair color was dark blue. He possesses a mildly rectangular face with sharp features, dark eyes and thin, dark eyebrows. His most distinctive facial feature is most likely the dark tattoo covering the right part of his forehead, just above his right eyebrow. He was wearing a ornate clothing, with the most visible piece being a dark, high-collared cape almost reaching down to his knees, possessing a lighter inner part and light edges adorned by a pattern consisting of many rhombs. His cape is closed some centimeters below his neck by a small fastener adorned by a stylized flame with a light ribbon hanging from it, and has large motifs adorning its sides, starting from the shoulders and going down several inches; each motif is shaped like a large, light and hollow circle from whose outer side many arrows jut outwards in every direction, and which has several wavy lines protruding towards its hollow center. Below cape, he wears a simple, light short-sleeved shirt with outlined edges, paired with light pinstriped pants with visible hems, held up by a simple belt covered in elongated spots and largely hidden by his shirt, and polished dark shoes, with lighter soles and a light upper part going down from the ankle's front. He also sports three large metal bracelets around his right wrist and forearm, with a similar trio being visible on his left wrist. In real his name is Bora however currently he is known by the name of Salamander.

"You ladies were all so sweet" Salamander said waving at the group of only ladies before him

'He looked at me' Lucy thought 'Is he is the famous wizard for whom my heart is beating out of control. Could he be my love…Is he the one?'

Suddenly she was brought out of her trance and so out of the charm magic used by Salamander when Natsu and Happy barged in yelling different names.

"Igneel…Igneel, It's me" Natsu cried but suddenly stopped in his track as soon as his eyes fallen upon Salamander "Who the heck are you?"

"Who am I? I am Salamander…Surely you had heard of me before… Hey wait a minute" Salamander said introducing himself when he saw Natsu getting away ignoring him however he couldn't able to depart as a group of ladies tackled him and was beating the shit out of Natsu for behaving like that.

"How rude of you…! Salamander is an amazing wizard…! Apologize to him" yelled a lady who was kicking him on his face

"What's wrong with you people?" Natsu yelled

"Now…Now my lovely ladies…Let him go. It's enough. I am sure he doesn't mean any wrong" Salamander said trying to calm down the crowds of ladies

Then, Salamander written something on a piece of paper and he said to Natsu "Here is my autograph. Now you can show it to all your friends"

"No thanks" Natsu grumbled getting on his feet

Immediately in a blink, Natsu was again on the street lying on his back beaten.

"Oh no…Not again" quipped Happy saddened for his friend battered condition

However in all time, Lucy remains standing there glaring at Salamander with hateful eyes since she was freed from the charm effect casted by that Salamander.

"Well I am afraid I have to get going. I have business to attempt to. Time for Red Carpet" Salamander said before snapping his right arm's finger and prompting a small blaze appear. That blaze grows larger and larger as it moves in a wide spiral around him, who proceeds to stand on its tip.

"Having a party at my yacht tonight and you all beautiful ladies are invited" Salamander announced before flying away.

"Who the heck was that guy?" Groaned Natsu sitting on the road pavement while Happy standing beside him

"I don't know" Happy replied

"And why didn't you help me there?" Natsu yelled

"S-Sorry" Happy squealed trembling

**MEANWHILE**

No one noticed a certain teen hero and his partner standing a good distance away from them were seeing the whole ordeal that happened intently.

"That guy seems like a real freak. It looks like all those ladies were hypnotized by that guy"

"And only one seems to break through it. Weird; isn't it?"

**PUBLIC PARK, HARGEON**

Back in the public park, Lucy was sitting on a bench reading a famous latest released 'Sorcerer Magazine'.

"Oh…My…Fairy Tail's caused trouble again? The Devon thieves' gang wiped out along with the seven residences… God…They just go overboard this time" Lucy remarked laughing while reading the magazine about current activity

"Excuse me…" A pleasant voice asked interrupting her "May we have a chat about something?"

"Woh…Who are you?" Lucy cried as she was scared by the sudden appearance of a bluish human covered in a dark brown cloak, accompanied by a another handsome boy clad in black jacket with number ten forged in green color on his left. It was strange as these types of clothes were not normally found in Fiore. However as soon as her eyes laid on Ben, a light blush appears on her face.

"No need to get panic…We just wanted to know about the guy so called salamander, you had met back in the market" Rook said calmly but sternly

"Oh that Salamander guy" Lucy said regaining her composure "I don't know much about him other than he was using some kind of charm magic to attract others toward himself"

"And you able to break through it. Isn't it?" Ben asked pointing his finger on her

"Yeah" Lucy said getting a little afraid by this sudden questioning

"How?" Ben asked

"I don't know really." Lucy said and before she could say anything else, Ben immediately turned around and went the other way

"Very well… Thanks for the cooperation. Hope we will meet again" Rook said before following Ben

"Okay" Lucy muttered amazed by this sudden questioning as she wondered 'Are those guys were Rune Knights? But he was handsome for being a Rune Knight'

After a while Lucy attention was again diverted back to the Sorcerer Magazine as she wondered aloud "I really wanna join Fairy Tail Guild someday. They were just awesome."

"What was that? You want to join Fairy Tail?" Salamander said suddenly coming out of the bushes from behind Lucy where he was hiding

"Salamander" cried Lucy "You were following me?"

"I had only come for you pretty lady. I had personally wanted to invite you to the party at my Yacht tonight" Salamander said ignoring her yelling while again trying his charm magic

"Your charm won't work on me again. That magic is prohibited. It doesn't work on people who know you were using it" Lucy growled

"Just as I thought… I guess you were a mage the moment I laid my eyes on you. No matter… the invitation still stands" Salamander said trying to calm her down ignoring her outburst

"Oh…You can forget that… I don't go in a party with a creep like you" Lucy retorted

"A creep…? Why did you call me that?" Salamander said showing as if he was really hurt by her behavior.

"Your Spell… Using it to make yourself so popular... Isn't it is creepy?" Lucy shot back

"Don't be mad. It's all about having some fun. I just wanted to be celebrity of my own party. Can you blame me?" Salamander said

"This proves that famous wizards can also be big idiots" Lucy chuckled

"You want to join Fairy Tail guild. Isn't it? Have you ever heard about Salamander, one of the Fairy Tail's wizards?" Salamander said getting her immediate attention.

"Oh Yeah…You mean to tell me you were that Salamander from Fairy Tail?" Lucy yelled disbelieving

"That's correct and if you want to join the guild then I may also talk to master for you" Salamander suggested

"Wow…I will go to the party tonight" Lucy said getting impressed.

"Wow…That was easier than I thought" Salamander mumbled

"You really think you could get me into Fairy Tail. No kidding?" Lucy asked again

"I don't see why I can't" Salamander replied

"Then I will see you in the party tonight. Time for Red Carpet" and immediately Salamander flew away.

"You got it Salamander sir" cried Lucy

**MEANWHILE**

Ben and Rook were hiding behind a statue in a distance hearing everything that occurs back there with Lucy.

"How did you know that he is hiding in those bushes?" Rook whispered

"I just guessed and it seems I was right, again" Ben replied proudly

"You guessed" Rook remarked "Is it really something to be proud of?"

"Yeah…Since you couldn't" Ben countered

"We haven't been here for long and it looks like we are back in business" Rook said ignoring the previous comment

"Grand Pa used to say that 'A HERO IS NEVER OUT OF DUTY'" Ben replied getting a little saddened

"Actually…It's Plumbers not Hero" Rook corrected

"Whatever" Ben shrugged as he was looking at Lucy

"Are you really ogling at that girl?" Rook said straight forward

"WHAT?" Ben snapped

"Yeah…This is what human say when you look at other. Don't they?" Rook clarifies as Ben shook his head

**ELSEWHERE AFTER A WHILE**

It was already evening and the final rays of sun were illuminating in the sky. Hargeon was looking more beautiful from what it appeared in daylight. However it didn't lighten the mood of our teen superhero. He was still planning to take on that Salamander guy who appears to be hypnotizing all the ladies in town.

"We will have to act fast, Ben" Rook said "They were already left the dock. Most of the young ladies are currently present at that boat"

"You wait for me at the dock yard. I will get them back there" Ben suggested "And if I needed back up…I will call for you"

"I can also accompany you there" Rook suggested "You know…Kevin had installed jet pack in my armor."

"Yeah… Only Kevin can do such thing" Ben said sadly

"Sorry" Rook said saddened for his partner.

"It's okay. Now back to business" Ben said

"Ok and if couldn't able to get them back here?" Rook asked while Ben was activating his Omnitrix and after sometime of fiddling with it, he slammed it down.

Ben was consumed by a flash of green light forcing other to shield their eyes. When the light died down, standing in his place was a red humanoid, manta-ray like alien with two black lightning bolts like stripes coming down from his shoulders. He has yellow horns extending from his nose. He has gills underneath his arms. He also has yellow wings which he uses to fly and glide through air and water respectively. These wings are attached to his arms and looks like the flaps of skin on a flying squirrel or sugar glider and Omnitrix symbol was on his chest.

"JETRAY" Ben yelled

* * *

**OMNITRIX DATABASE**

Jetray is an Aerophibian from the planet Aeropela.

Jetray is a manta ray-like alien who has horns extending from the center of the eyes and two wings which are attached to his arms. He is capable of flying and swimming at high speeds, around 300 mph, as fast as XLR8 (or possibly faster), being able to reach significant fractions of light speed; he can shoot neuroshock blasts through his eyes and tail in the form of lasers or a massive explosion; also he doesn't need to breathe, enabling him to easily travel through water and space.

* * *

"Simple…I will kick their ass and then force them to return back here" Jetray replied confidently, shaking off his previous emotions before taking off in the sky.

"I will never able to understand Human's behavior" Rook muttered to himself while watching

**MEANWHILE**

"Isn't that the ship that the Salamander's party is held?" Happy asked looking in a distant sea

"Gonna hurl" Natsu said covering his mouth from just hearing the name of a ship

"Stop getting queasy from just thinking about it" Happy said before their attention was drawn to a couple of girls who were gossiping among themselves.

"Oh my God…That's Salamander's ship. Isn't it where party is held on?"

"Who is this Salamander?"

"You didn't hear about him. He is the famous fire wizard who is in the town and he is also the member of Fairy Tail too."

"So he is from Fairy Tail…Is he?" Natsu sneered hearing that those ladies say that.

"We should go after them. They were using the name of Fairy Tail to hide their act" Happy said "We will need to head directly for that boat"

"Oh no" Natsu groaned just by hearing the name of boat again

"Stop whining already" Happy said

Suddenly a dark blur passes from just above them. It was so fast that Natsu and Happy didn't even get a proper view of it.

"What was it?" Natsu asked suddenly

"I don't know but it directly heading toward that ship" Happy replied

"Let's find out then" Natsu suggested pumping his fist

"AYE" Happy cried

**SALAMANDER'S YACHT**

Everyone was at the front porch partying. However that everyone only includes young ladies who were invited before in the market, all wearing beautiful party dress. In the second floor of ship, Lucy clad in a lovely brown dress with red stars scattered all over it and Salamander were talking.

"It's Lucy right. That's a lovely name" Salamander said sitting on the table

"Yeah…Thanks" Lucy replied politely.

Suddenly, Salamander again casting another magic, trying to make Lucy drink her wine which was drugged.

'I am strong. I can get through this' Lucy thought trying to strengthen her mentality to remain unaffected by Salamander's magic.

"What do you think you were doing?" Lucy confronted Salamander "You cannot control me. You were trying to use sleep magic"

"Very Impressive" Salamander grinned

"I don't want to give you all a bad idea. Yes I really wanna join Fairy Tail but I am not gonna date you to make that happen" Lucy clarified straight forward

"You are quite a smart mage" Salamander impressively said "You easily able to configure what were I doing?"

Immediately, eight muscular goons appear inside the room each holding unconscious girls in their grip while laughing and cheering for Salamander.

"What's going on here?" Lucy said getting panicked

"Welcome aboard my ship. It would be wise if you behave yourself until we make it to Bosco. Don't dare to make me angry" Salamander threatened

"We were going to Bosco. You said you will get me into Fairy Tail" Lucy said shocked to hear him.

"That I said to lure to get you on this boat and make you a slave. You are a bad girl. If you were just to sleep peacefully, you wouldn't have to get hurt... Welcome to our slave ship!" Salamander grinned

"How could you? You were gonna kidnap these entire girl?" Lucy growled "Why you?"

Lucy grab her Gate key and tried using it to summon one of her celestial spirits when suddenly Salamander yelled "Prominence Typhoon" causing a magic Seal to appear before him, from which a spiraling column of fire is sent flying toward Lucy causing her to drop her gate keys which in turn was taken away by Salamander.

"That's our Salamander" A goon cheered

"Uh…These are gate keys. So you were a celestial wizard, impressive. Only who had contracted could use this magic so this is absolutely useless magic to me" Salamander said while inspecting those keys before throwing it out of the boat in the water.

"You use magic to take advantages of others. You are the worst magic alive" Lucy said crying. She was absolutely helpless against these goons and now she has also lost her Gate Keys. Suddenly she heard a voice emanating from behind her which attracted everybody's attentions.

"Better if you leave these girls. Now" Ben said as he entered the room

"How did you get on my boat?" Salamander yelled

"Hey I know you" Lucy said looking at a familiar face from before as a smile crept on her face

Ben stopped in his track as soon as his eyes lay on Lucy. He could see how beautiful she was. Her curvaceous body could be clearly figured through her dress. Ben shook his head to clear all these new thoughts originating in his mind before speaking "Hi… nice to see you again. So where was I, yeah I will not tell this twice so hear me properly. Let them go now or prepared for major butt kicking"

Everybody started laughing hearing Ben. Salamander deviously grinned "You were outnumbered and still you think that you have the edge"

"I had always been outnumbered still it doesn't mean that I can't kick your asses" Ben retorted

However before anyone can say anything else, another intruder entered the ship wreaking the roof in the process and landing on his knee just in front of Ben.

"Hey…I know you also…you were Natsu" Lucy chirped in excitement

However Natsu ignored her comment and fall down on the floor holding his mouth as if he is gonna hurl "Fighting on boat was a bad idea…very bad idea"

"You are so lame" Lucy said feeling disgusted by such an act from Natsu

"Geez…This is not the washroom" Ben said "Go somewhere else"

"Don't even you dare think about hurling in my boat? You damned kid" Salamander yelled

"Hey, what are you doing here Lucy?" Happy said from the hole above made by Natsu.

"Uh…Happy…This guy tricked me. He said he will take me to the Fairy Tail Guild and since when do you have wings?" Lucy said as soon as she noticed Happy, who has a pair of large, feathered, angel-like wings sprouted from his back

"We will talk about that later. Ok" Happy said as he picked up Lucy and flew away in the sky

"After them…we can't afford them to go to magic council" Salamander yelled at his goons

"What about them?" Lucy asked referring to Ben and lying Natsu

"They will be fine" Happy replied

"Hey…Don't you have some else to worry about?" Ben remarked from behind Salamander

"RED SHOWER" Salamander yelled ignoring Ben. As soon as Salamander cried, a magic seal formed in front of him from which a number of fierce, purple flames in the form of elongated circles were fired at Happy who easily dodged all the attack

"That cat is quicker than he looks" Salamander said seeing his attack being dodged so easily

Meanwhile, Happy was taking Lucy away from the boat.

"I have got to save everybody there on the boat" Lucy said

"Lucy, listen up. We have a problem" Happy said getting Lucy's attention

"What is it now?" Lucy snapped

"My transformation ran out" Happy replied and immediately her wings vanished and both started descending toward sea

"You damned stupid cat" Yelled Lucy as they both fell down into the water

"My Gate Keys" Lucy whispered as she noticed her keys deep in the water as she swim to it and after grabbing it, she swim out followed by Happy.

"Here we go…" Lucy yelled "Open…Gate of the Water Bearer Key…AQUARIUS"

Immediately a portal was opened and a royal blue mermaid appeared. She has a long blue fish tail, blue hair, large breasts and dons a revealing blue bikini top. She wears two gold arm-lets; she also wears a headband and three piercings on her tail and a golden belt on her waist. She also has a dark blue tattoo resembling the Aquarius zodiac symbol located on her collar bone. She wields an urn as the basis of her powers. It was Aquarius, a water bearer Celestial spirits that is one of the twelve Golden Zodiac Keys.

"Oh that fish…That's awesome" Happy said drooling at the fish hungrily.

"That's the power of a celestial wizard" Lucy said proudly as she turned toward her Celestial spirit "Listen Aquarius…I want you to use your power to sweep that ship back in the dock"

However, Aquarius was gazing at Lucy with fire in her eyes.

"Don't show me your attitude. You came here to help me" Lucy snapped at her Celestial spirit

"Don't make her angry, Lucy. You shouldn't complain like that" Happy whined while trembling from the look in Aquarius's eyes

"Let me make something clear. The next time you drop my keys in the sea…You are dead" Aquarius said fiercely.

"Sorry…It won't happen again" Lucy and Happy squealed in unison, trembling like a leaf in storm.

Immediately, Aquarius summons water in the vessel she wields and after absorbing enough water she hurls it with tremendous force in the direction of the Salamander's Yacht.

While back at the Yacht, Natsu was lying on the floor while Ben was standing a little far from him.

"Forget about them. We will continue to sail toward Bosco" Salamander instructed his goons

"Hey guys… Why were you ignoring me like I am not here?" Ben yelled getting frustrated of being ignored

"We don't have time to play with you" Salamander grinned offending Ben.

Suddenly, yacht started to tremble rapidly and was washed away back to shore. No one got enough time to protect themselves before being washed away along with the ship.

"What's the big deal? You tried to sweep me along with that ship too? What were you thinking?" Lucy yelled as she and Happy, both were too washed away along with the boat

"Sorry I failed… I ended up sweeping the ship as well" Aquarius apologizes

"You were aiming for me?" Lucy snapped

"Do not call me for a while. I will be on vacation for a week with my boyfriend and he is really hot" Aquarius said before vanishing in the thin air

"Don't rub it in" Lucy yelled irritably

"I have an idea…if that fish causes you any trouble ever again you can call me to take care of it. May I shouldn't have apologize back then" Happy suggested getting up

"This cat is so oblivious. I don't know where to start with. I can't take it anymore of this stupid cat" Lucy grumbled continuously getting annoyed by these antics.

Back at the shore, Salamander's yacht was totally pulverized. Everybody was lying on the ground.

"That's hurt" Ben said getting up on his feet while rubbing his sore head. His clothes was totally drenched from that Aquarius attack

Natsu too get up on his feet and freed from his motion sickness. While all the goons followed by Salamander too get up on their feet. Lucy too arrived near the boat followed by Happy. Rook also got at the spot and halted near Lucy and Happy. All the girls that were present in the yacht started running away.

"So you claimed to be a member of the Fairy Tail Guild?" Natsu said.

"So what is it with you?" Salamander retorted

"Oh…you were trying to hypnotize all those girls. So it's a hero business" Ben shot back

"HERO" Lucy wondered looking at Rook

"We will explain later on" Rook said

"Go get them" Salamander yelled to his goons

Four goons ran toward Ben and Natsu. Two went for Ben while the other two went for Natsu. Ben simply dodged their blows by back sprinting; and after landing on his feet, he threw two blue mana sparkling balls at them sending them away. On the other hand, Natsu simply backhanded them with enough force to take them out in a single blow.

"You claimed to be a wizard of Fairy Tail Guild. Isn't it?" Natsu bellowed

"Yeah, so what…?" Salamander asked back

"My name is Natsu and I am a member of Fairy Tail Guild and I have never seen you before" Natsu roared

"You got to be kidding me. Natsu is a Fairy Tail wizard" Lucy said in amazed

"That mark on his arm. This guy is a real one, Bora" A goon said getting panicked

"Don't call me that you fool" Salamander aka Bora snapped

"I know about him. He used to work for the Titan Nose Guild but he was kicked out for using Magic to aid in thievery" Happy said as soon as he heard about it

"That's another reason to kick your ass" Ben grinned

"I don't know what you were trying to do here nor I care you are a good guy or a bad guy or whatever but I am not going to let you dirty the Fairy Tail's Guild name." Natsu yelled

"Another one…sufficient enough for major butt kicking" Ben cheered

"What were you gonna do about it? Stop me?" Bora grinned

"Don't you hear me? We were not going to stop you…we were going to kick your ass" Ben replied switching his Omnitrix

"That's it…Hell Prominence" Bora cried summoning a magic seal in front of his hand and building up purple energy in front of it. Then he released it into a large, long and powerful laser- like beam, enveloping Ben and Natsu in a powerful explosion.

However just before, Bora had released his attack Ben had slammed down his Omnitrix and was enveloped in a flash of green light.

"Oh no" Lucy screamed

"That's the way goes the bigger the talk the weaker the man" Bora cheered upon his so far victory

"I am not sure…You have won yet" A voice is heard

"I am not sure you were truly a fire wizard because I have never tasted these type of nasty fire before" Another one said

"Whatt…?" Salamander said stunned

Immediately, half of the fire was absorbed by a fiery humanoid creature whose body was composed of a bright inner magma, body covered by a dark brown and red rocks. As a fire based entities, his body was radiating large amounts of heat. His feet has a slight oval like design with only two toes and one back tow with Omnitrix symbol on his chest, who was standing in place of Ben while other half was eaten by Natsu.

"Meet…HEATBLAST" Ben cried propelling himself high in the air through fire from his feet

* * *

**OMNITRIX DATABASE**

Heatblast is a Pyronite from the star Pyros. Heatblast appears to be a magma-based lifeform whose body is composed of a bright inner magma body covered by dark red or brown charcoal. During the original series, when Ben caught a cold, it affected Heatblast by giving him cryokinetic powers instead of the normal pyrokinesis. His eyes are once again connected to the fire on his head, his shoulder plates are slightly tilted up, and the 19-year-old Heatblast is taller and much more muscular. The Omnitrix symbol is on his chest. Pyronites can also call a huge fire storm.

* * *

Everyone was shocked to see, both of them to absorb and eat Bora's fire like nothing. Apart from that, they were more shocked by the fiery creature, present before them.

"Thanks for the grub pal" Natsu cheered as he looked up at the alien "Takeover magic. Awesome"

"Thanks. But I don't use magic" Heatblast replied at which Natsu became confused however he didn't said anything with the current matter in hand

"WOW" Lucy screamed again "That was awesome"

"What's going on here? Who are these kids?" Salamander yelled getting frustrated by their continuous mocking

"Fire magic doesn't work on Natsu" happy said

"Nor it works on Heatblast" Rook added

"I had never seen anything like that" Lucy wondered in disbelief

"Now I had got fire in my belly and power within me and rage to fry you up. Here goes…" Natsu roared as he took off his coat showing the red Fairy Tail mark on his left upper arm and he took deep breath as his cheeks expanded and a huge torrent of blazing fire ripped out of his mouth while he yelled "FIRE DRAGON ROAR"

Just as Natsu fired his flame attack, Heatblast also raised his arm and fired some flame balls at the groups of goons before him. The combined attack was powerful enough to take down all the goons immediately, however Bora dodged their attack using his Red Carpet technique.

"SALAMANDER" Lucy said in awe "Both of them were fire magic users"

"Aye" Happy squealed

"Shut up you stupid cat" Lucy shot back

"RED SKULL" Bora yelled as conjures up a large sphere of fire similar to a stylized, cartoonist skull in his stretched up hands and then throws it at Natsu however, Natsu blocked the attack and ate that flame ball too.

"My turn" Heatblast said as he rocketed himself toward Bora with his fiery fist covered in flame.

"I hope you guys have never met me. This is what a Fairy Tail' wizard can do. Get Ready… Here we come" Natsu yelled as he also charged on Bora

"FIRE DRAGON'S IRON FIST" Natsu yelled as he too jumped at Bora with his fist reared back which was also covered in flame.

Bora was so shocked seeing his attack fails that he was almost flinched and taken the attack from both Heatblast and Natsu at point black. The double blow was so severe that Bora was sent flying back to collide with the huge temple bell, a good distance away.

"Wow…That was amazing. They did it" Lucy screamed in joy

"AYE" Happy agreed

"Oh…Shut it you stupid cat…" Lucy said Happy getting really annoyed by his antics.

After a while, Heatblast landed in front of Lucy and transformed back to his human self.

"That was awesome" Lucy screamed "You are quite a takeover mage"

"No I am not but thanks just the same" Ben said sheepishly

Suddenly Natsu came running toward them and surpass them yelling "Let's get out of here…RUNE KNIGHTS were coming"

Immediately, wings were sprouted from Happy's back and he flew away in the opposite direction taking Natsu with him. Ben immediately activated his Omnitrix and slammed it down and in a flash of green light stood a red manta like alien.

"JETRAY" Ben cried, and before Lucy could say anything, Jetray picked her up before throwing her on his back and flew away in the direction Natsu and Happy had gone. Lucy got a little embarrassed by getting so close to Ben as she was wondering the powers Ben possessed.

Rook took the hint and immediately activated the Jet-pack on his back and flew away tailing Ben.

* * *

**Finally first Chapter is up. I hope you guys enjoy reading this chapter. Yes Rook is gonna be Ben's partner throughout the journey. As I said Rook's armor has a small change. His armor can form a Jetpack now. I still like to bring some new changes is the story so if any of you readers feels like to help, let me know. I didn't show Ben mourning for his family as there is a reason for it which I will present later on. As I said before Ben is mastered in Martial Arts. As a little spoiler, Ben took lesson from Gwen…**

**Please leave reviews as it is highly appreciated. Constructive ideas are too welcomed. Until then…Signing out.**


	2. Welcome To Fairy Tail

**BEN 10 AND FAIRY TAIL CROSSOVER**

**I do not own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations if there are any.**

**I am glad, first chapter worked out so well. Apart from some grammatical error, it seemed like to be alright. Yeah…I also agree with Ultimate10 about having a beta for editing so if anyone of you guys were interested, let me know through PM or review.**

**Now with the current Chapter…Sorry for getting this late; this chapter doesn't have enough action although I tried my best to bring some hilarious moments. This chapter is based on the Macao arc in episode, Fire Dragon, Monkey and Bull. I didn't bring so many changes from the Anime apart other than adding Ben and Rook in between. I thought, Ben shouldn't agree instantly on the offer about joining any Guild at once and so I had added this arc in the story. Let see how this Chapter work out. Hope it will surpass Chapter 1. Looking forward to the reviews…**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**One more thing, please, do not forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review so that I can edit it later. Until then Enjoy.**

* * *

**CHAPTER-2**

**WELCOME TO FAIRY TAIL**

"Thanks for the ride!" Lucy said as Jetray, in a flash of bright emerald light transformed back to his human self after dropping her.

"It's okay," Ben replied sheepishly, scratching the back of his head. He inspected his surroundings and noticed that, currently they were surrounded by good numbers of trees and lots of bushes while big rock chunks were scattered all around them too. Different types of howls could be heard emanating from within the deep forest. It was already dark causing that forest to look more intimidating than it should be. However, since there was no trace of cloud in the sky, the place was lightened up a little bit with moonlight; although it wasn't sufficient enough to get clear views around them. Natsu and Happy was sitting on a huge chunk of rock while Rook, who has just happened to reached there, was looking around too for any sneaky threat. However it doesn't seem like that Rook or Natsu and Happy are having any problem by being in the middle of jungle while on the other hand, Lucy was trembling like a leaf just by standing there in the center. God knows what will happen to her if any giant monster popped out of the bushes and attack them.

"Why are we here?" Lucy shrieked in fear while backing away from any of the near bushes.

"Didn't you know?" Natsu asked mischievously.

"What?" Lucy asked again.

"We were on a Picnic here. Isn't it, Happy?" Natsu replied before he bursts into laughing making Lucy to yell at them.

"Aye-Sir!" Happy replied before bursting into laughing along with the pink haired dragon slayer while Rook didn't able to comprehend their meaning, was standing there clueless. Ben on the other hand let a smile appear on his face while Lucy started yelling at Natsu.

"That's wasn't funny at all." Lucy barked angrily.

"Yeah, what was about it to laugh at?" Rook added although Natsu and Happy kept laughing ignoring his comment. Ben chuckled wondering why Rook never able to comprehend human's behavior despite of living with him for so long.

"You better stop laughing or I will summon Aquarius to make you all stop!" Lucy threatened while grabbing her Gate Keys.

"Who's that?" Natsu asked surprised hearing about summoning someone called as Aquarius.

"A fish, a really big fish!" Happy said excitedly more like drooling. "She had used her power to push that Salamander ship back at the shore."

"Yes," Lucy agreed proudly. "I am a celestial wizard and if you didn't stop annoying me then I will summon her and …"

"Didn't that fish have made it clear to not disturb her for a while? Maybe she will punish YOU for calling her from vacation!" Happy said interrupting the celestial wizard giving more stress at 'YOU' at which Lucy deadpanned and gulped.

"What is this Celestial wizard?" Ben asked interfering. He was shocked to hear something like that. Although he knew that this Universe is full of magic and Wizards, courtesy to his new Omnitrix's database, another new function, but he was still ignorant to this Universe as much as he was before.

"Celestial wizards have the ability to summon Celestial spirits from other world to help us in various ways only if they were contracted and they were having keys to summon that respective spirits." Lucy explained proudly while showing her golden and silver color Gate Keys.

"Like different beings from other world?" Rook asked interested.

"Yeah something like that!" Lucy agreed

"Sounds more like ghosts to me?" Natsu commented.

"No…They were zodiac spirits… Except few of them" Lucy said pondering a bit.

"Cool" Ben said smiling

"Weird if you ask me" Rook mumbled so that no one could heard him.

After a while, Ben, Rook and Natsu along with his buddy Happy gathered some small dried woods from around them to light up fire to reduce the darkness. Ben transforming into his Pyronite form, lighted up the fire much to others pleasure. Although Natsu had first volunteered to do that through his Dragon Roar technique but the idea was dropped off after Lucy argued against it calling it a disgusting idea about lighting fire through vomiting. After a while, everybody was sitting around the fire making a circle except Rook, who was sitting on a rock, some distance away. It was his second nature to remain aware of his surrounding no matter where he is.

"So what about you…? That was a pretty powerful takeover magic you have." Lucy asked Ben at which Natsu and Happy scooted near him, excited to hear more.

"Yeah… I never saw anything like that. You are way better than what Elfman can do with his magic" Natsu said sounding interested.

"Aye" Happy agreed

"Who is that?" Ben asked

"He is one of our friends" Natsu said hurriedly before asking again "So what about you…?"

"No, I don't use magic… Means I use a little bit… But I don't use it to transform" Ben stammered trying to say what he mean or trying to mean what he said. He never really had to explain anything like that ever. Except for some time though… but he was famous back in his whole Universe.

"You said you use magic but you don't use it as a takeover magic" Lucy asked pointedly trying to comprehend what Ben was saying.

"Exactly" Ben said with a sighed relief

"How could that be possible…?" Natsu asked giving a confused look.

"Actually I use Mana energy although I am no good in it" Ben said lightening his hand with sparkling blue color energy stunning everyone except Rook who was still confirming about their safety, inspecting the surrounding and he already knew that.

"Mana energy…What is that?" Natsu asked again getting more puzzled despite surprised to see such ability

"And why doesn't any magic seal appear before you summon your magic?" Lucy asked intrigued by seeing this specialty.

"Hey Happy…Why didn't we notice that…?" Natsu asked Happy who just shrugged his shoulder.

"Because you both are stupid" Lucy answered for Happy before turning back to Ben.

Ben smacked his head in his palm as he answered "It is a kind of life force energy. Also known as Chakra, Chi or Quintessence, whatever you want it to call or sound like… Energy present in all living things. I am a little twisted one in term of using magic."

"What you can do with it?" Natsu asked excitedly

"Mana energy is very powerful magic and could be done many things if you are mastered in it. I am just a rookie" Ben replied much to disappointment of others.

"And that take over magic?" Lucy asked not able to comprehend properly what Ben was trying to say although she was sure that she was not the only one.

"No, I don't use that magic. That's a technology through which I transform" Ben answered

"Technology…? How could any technology help people to specialize in take over magic?" Natsu said rapidly disbelieving Ben. Lucy and Happy too was dumbfounded to hear him. They also feel the same way that there is no such technology which could be this advanced.

"Because this isn't any Human Technology…It's an Alien Technology. A Galvan scientist who happened to be most smart and intelligent being in the whole Universe named Azmuth created this device which stores DNA of every sentient species in the universe so that he could study upon them and it is also refers as the most dangerous weapon in the whole Universe however for certain reason it is with me and since it is combined with my DNA, it let me morphed into those creature and let me use their abilities." Ben explained as he noticed the blank idiotic look on the faces of all his listeners.

"You guys didn't get a word. Did you?" Ben sighed as he got the positive response as expected.

"Ok look…A scientist has created this watch and it helps me to transform into those monsters what you had seen earlier" Ben said showing his Omnitrix to others who were all dumbstruck by conceiving such information while during all these, Rook was just having the fun of watching the world greatest Superhero to explain everything.

"Having fun…Uh" Ben amused shaking his head at which Rook only grinned. "Why don't you come and help me?"

"You didn't ask for it. Did you?" Rook replied however their attention was drawn back to others.

"How could a watch do that? It also looks like an ordinary watch… Except for it strange appearance… Uh" Lucy asked recovering faster than other while looking intently at Ben as if she wanted to know something else.

"Benjamin Kirby Tennyson" Ben introduced himself "Ben 10 for short"

"Lucy Heartfilia" Lucy said noticing the number 10 printed on his jacket "What's with the 10?"

"It's a long story" Ben smirked as his attention was drawn to Natsu

"Natsu Dragneel" Natsu introduced himself then he turned toward the cat hovering beside him "And he is my best pal Happy"

"Hello…I am Rook Blonko" Rook said attracting others attention toward himself.

Everybody looked at him as a question popped up in their head which doesn't have crossed their mind till then. He looks different. He doesn't seem like anyone they had ever encountered before. He looks like a human although he isn't the one. He is like a cross between a human and a monster.

"What type of creature are you?" Natsu asked surprisingly as if he had noticed him for the first time.

"I am from Planet Revonnah and Ben's partner" Rook replied politely

"Revonnah…?" Natsu asked again getting confused while scratching his head.

"Is he been always like this?" Lucy asked Happy on Natsu's puzzled behavior although she also didn't able to comprehend Rook.

"Aye" Happy replied

Ben noticed the blank look on everyone faces. He was really getting annoyed in explaining the concept of his existence. He had already figured that they don't know anything about species living at different planet all alone a tragic concept of different Universe. Although this Universe is like a magic world but the technologies is very low here in respect to back his Universe. He really doesn't want to make new enemies on his first day in this Universe.

"It's getting late. Why don't we explain it next day? I am kinda tired right now" Ben said stretching his arm while getting up. He looked at Rook smugly whispering "You didn't ask me though I am helping you out."

Rook was just gotten more annoyed hearing Ben.

"Yeah…Me too" Natsu said while he was also stretching his body "And tomorrow we can return to Magnolia"

"Why is that?" Lucy asked hearing Natsu.

"Didn't you have said that you want to join Fairy Tail Guild?" Natsu questioned back "And we will also present Ben and Rook, to our Guild. I really sucked on understanding about you guys so Master Makarov will see about that"

Lucy immediately got excited to hear Natsu as a large smile crept on her face.

"Who is that?" Rook asked ignoring Lucy

"Didn't Ben say that he is too tired to talk? So let's talk about it tomorrow" Natsu said much to Rook disappointment

"Why do you want to take us to your Master?" Ben asked interrupting Natsu.

"Because you helped us back in Hargeon against that Fake Salamander" Natsu answered immediately "It will be fair if we help you out"

"Does it mean you believe us?" Ben asked again raising his eyebrow

"No, but we think we might." Natsu replied grinning

"AYE" Happy agreed with Natsu gaining a smile from Ben

"Shut it up you stupid cat" Lucy barked at Happy although she was excited hearing about joining Fairy Tail. It was like dream come true. No it was really dream come true.

"It seems like they had become best buddies" Ben whispered to Natsu and Rook so that he couldn't be heard by others.

"Yeah" Natsu agreed smiling

"It more looks like that they could be sworn enemies" Rook commented nonchalantly much to the surprise of Natsu.

Ben noticed the look on Natsu as he said "He has always been like this"

"So where are we gonna sleep?" Lucy asked suddenly getting other attentions.

"Don't know about you but I am fine enough with these rocks" Natsu replied gesturing to the large piece of rock chunk behind him.

"Aye Sir… I am also fine with it" Happy chirped

"You guys are so lame." Lucy remarked "I can't sleep like that. It's uncomfortable"

"Alright, you can remained awake and watch after us or any threats" Natsu suggested while acting like he is thinking about something.

"What kind of threat?" Lucy asked getting a little frightened

"May be a giant Ogre" Happy answered into Lucy's ear terrifying her further

"Stop it" Lucy shrieked in fear while trembling "Please say there is nothing like that here"

"Ok… Nothing is here if it help you so" Natsu laughed followed by Happy as Lucy was getting frightened more by each passing second.

"Actually there is a slight possibility of having threats like that" Rook said while checking the bushes around them…much to the added fun of Natsu and Happy and freaking Lucy further.

"What?" Lucy yelled as she started whining like child "I want to go back to town"

"Don't worry…If that ogre comes for you…You can show off your body to it. I am sure it will let you free and if not…Then we will have to look for your leftover" Happy suggested much to both embarrassment and horror of Lucy

"Left over?" Lucy shrieked, now truly shaking like a leaf.

"Yes…What would be left there if that monster had eaten you" Happy answered

"Shut up you damn stupid cat" Lucy shouted

"It's okay…If anything popped out…We will deal with that together" Ben comforted Lucy keeping his hand on her shoulder while a smile crept on his face "And you truly act like a child when you were terrified." Immediately Ben also burst into laughing followed by Natsu and Happy also.

"You were all so mean" Lucy whined agreed by Rook later on…

**FIORE**

Fiore is one of the countries located on the Earth Land. In the year X622, Fiore was confirmed as a permanent neutral nation with a population of almost 17 million people.

Fiore is located on the westernmost peninsula. It was surrounded on three sides by ocean, and had land borders with Bosco and Seven. Additionally, Caelum and Fiore combine their sea trade routes.

It is a state in which the current regime is a monarchy and is ruled by a King named as Toma E. Fiore, who is also the head of the government. Next to the King is the power exercised by the government. The part of the government responsible for the supervision of the Magic and the guilds is the Magic Council. It supervises guilds, including outlawing their activities, has the ability to appoint Wizard Saints, gives official orders and sends complaints to the Guild Masters.

The capital is Crocus, and the monetary unit in Fiore Kingdom is Jewels.

**MAGNOLIA CITY; FIORE**

Magnolia Town is a city located in Fiore. Magnolia has a population of almost sixty thousand inhabitants and is a merchant city that has been prosperous in magic since the ancient era. Such reputation was supported by the fact that the town house was the strongest Guild in Fiore and a guild, from which various legends were once born, or rather, will continue to be born long into the future. And its name is Fairy Tail!

Magnolia is located in the southeastern part of Fiore, with the sea and Hargeon Town not too far to the south, a series of minor built-up areas linked to it by a railway line to the north, and the state boundary with the nation of Bosco to the east.

Magnolia possessed a large built-up area, extending over a large, rectangular surface to the shores of Lake Scilliora. Splitting the town vertically and horizontally was a series of large roads. The whole place is western in style, with its buildings being mildly reminiscent of neat medieval ones. Located almost in the middle of the town, overlooking Central Path, a horizontal road where events and parades are held, was Kardia Cathedral, one of Magnolia's most important and distinctive landmarks. In the northernmost part of the city, sitting on the shore of Lake Scilliora, was Fairy Tail's building; to the west, on a hill overlooking the built-up area, was the Guild's female dormitory, Fairy Hills. In the southeastern section of the city is the train station, which, to the west, had the HalfCocor Hotel Bar, the Toy Store Tom and the Magic Store Lendis; north from the station, on the town's western border, was the entrance to the park.

It was already day. Everybody was busy with their own works but all had resembles in one factor: Magic. Currently our little team of Heroes had kept their first foot on the soil of Magnolia. Whoever passes by would surely take a look on the group of heroes however; the one who gets more gazes was Rook, just because he looks different. He was really getting annoyed by this. Addition to all this, Rook was also getting confused, by learning the way, technology works in this Universe. If it continues then he was sure that he can't use any machines here since everything needed magic. Other thing that really made him confuse was that he still didn't been marked as threat or monster despite of his appearance.

On the other hand, Ben was impressed by the appearance of this town. It was nothing like the cities back in his Universe. It appears as if he was watching scenery from an old movie. He was really excited and was looking forward to more. No pollution. Full greenery and best atmosphere he had ever felt.

"So here we are in…" Natsu began gesturing towards the town before them.

"Magnolia" Happy finished excitedly

Lucy's eyes were bugged out. She really seems to like this place as she squealed "I had always wanted to join Fairy Tail Guild and now I am standing in Magnolia. I really can't believe this."

Ben had a smile on his face as he heard Lucy. He himself was very happy and was enjoying his time with them. He was going to live in this beautiful place or so what he believes. "So where are we going next?"

"Guild" Natsu said immediately as he started moving forward followed by rest.

"No kidding" Lucy squealed

"Yep" Natsu replied

"You know what? You didn't tell us anything specific about this Guild or yourself" Rook said to Natsu while moving behind him.

"Yeah… We didn't get enough time to talk in the morning." Natsu said "Why don't we start now? I am Fire Dragon Slayer magic user"

"Does it mean that your magic can be used to fight Dragons?" Rook asked intrigued

"Yes… It is though I didn't get the chance to fight one and experiment my abilities" Natsu replied. It certainly meant that Natsu was also very powerful.

"You know…Dragon slayer magic is really an ancient type of magic. There are many few Dragon Slayer magic users are in all over the Earthland" Happy said much to the amazement of Ben.

"So how did Natsu learn this magic?" Lucy asked after hearing Happy

"Igneel had taught Natsu that magic" Happy answered

"Who is this Igneel? Father… Master…?" Ben asked getting interested

"Igneel is his foster father. He is 'The Flame Dragon King'. He is a real Fire Dragon who had adopted Natsu when he was child and had taught him this magic." Happy answered as if this is normal to everyone.

Everybody's jaw dropped. They were so much stunned to hear this that eyes were bugging out. Finally Lucy breaks the silence.

"You mean to say that Natsu has lived with a Dragon. A real big, giant, fiery Dragon…?" Lucy asked getting a nod by Happy

"Wow… That's amazing" Ben managed to say after regaining his composure and obviously closing his mouth…

"But if that magic is too dealt with Dragons then why did Igneel teach that magic to Natsu? Did he want Natsu to wipe all Dragons from Earthland?" Rook asked amazed by conceiving the information though he believes that it is too impossible to be truth.

"No…But this is the only way to learn this magic" Natsu replied "Only a Dragon can teach a Dragon Slayer magic."

"You got to be kidding me" Lucy yelled

"Nope…It's truth" Natsu said proudly

"So where is that Dragon, Igneel?" Rook asked interested though he still was not sure about such thing "You could had fought him to estimate your abilities"

"He had gone away a very long time ago. I had tried to look for him every time I heard of a Dragon sightseeing" Natsu said getting a little saddened

"To fight him" Ben guessed

"No…I really wanted to see him" Natsu answered

"And you were in Hargeon because you mistaken that Salamander for a Dragon?" Rook asked

"Yeah" Natsu answered

"A huge fire Dragon…?" Lucy asked again a little afraid of knowing the answer.

"Aye" Happy replied.

"What were you thinking? What A Dragon would be doing in the middle of the town?" Lucy snapped at which Natsu just smiled sheepishly while everybody's sweat dropped.

"Yeah dude…She got a point" Ben agreed with Lucy

"You know what…I still don't believe this whole Dragon story" Rook commented suddenly attracting other immediate attention. "What?"

"What do you mean? I am lying?" Natsu yelled at Rook with fire in his eyes.

"Maybe; but I will not buy that until I will see a Dragon with my own eyes" Rook replied nonchalantly

Natsu scoffed hearing Rook say that. He was going to take on Rook when Happy interrupted getting everyone attention.

"Look we are here" Happy said pointing to a large building "This is our Guild. Fairy Tail"

Ben and Lucy were in awe while Rook has an expression as if he is judging something.

The Guild happened to be an imposing building consisting of three floors and incorporating several architectonic styles: it took on a shape reminiscent of a pagoda, with each floor being smaller than the one below it and sitting on the latter's roof. The roofs also bore great resemblance to those of real pagoda, consisting of extremely long, arched tiles lined up one after the other and possessing simple curved protrusions jutting upwards on the building's angles. On the highest roof, topping the summit of the building, sat a simple, round and pointed dome, highly reminiscent of those seen on Arabian buildings, which bore a flag on its point. The roof below the one with the dome, the middle one, housed a large banner with a symbol on it, held up by a pair of vertical poles. The building's large entrance was again Arabian in design, with its shape being reminiscent of that of the dome on the summit, and above it was the guild's name, topped by a protruding, stylized heart shape and flanked by a pair of carved fairies. Stylized heart shapes were also visible on the frames of the numerous, large pentagonal windows located on each floor, with the top floor housing smaller, arched windows partially covered by banners.

"WOW" Ben and Lucy said in unison. Surely they haven't seen anything like that before. Ben himself never witnessed any such beautiful things in his entire nine years of Hero business.

"This Guild stood for past 100 years, since Fairy Tail was created by Mavis Vermilion along with Precht, Warrod Sequen and Yury Dreyar." Happy said

"And not forget to mention that this is the strongest Guild in the Kingdom of Fiore" Natsu smirked

"Its look doesn't resembles with the fact of it being the strongest Guild in Fiore" Rook said suddenly attracting others attention.

"What did you say?" Natsu roared and was going to charge on Rook when Ben interrupted

"Why don't we guys go inside and meet others" Ben suggested trying to calm down Natsu's temper "He is not running away anywhere"

"Okay but I have a score to settle with him before he ran away" Natsu said before stomping away toward the Guild

"That's twice" Ben whispered to Rook

"I didn't needed your help there; I could have easily defeated him" Rook replied stubbornly

"We will see. Don't we?" Ben grinned much to Rook's further annoyance before moving further along with the group.

"You are making it up due to what I had said last day in the park. Don't you?" Rook asked

"Nah… But that can also be one reason" Ben smirked

Everybody marched toward the front door to the Guild. "Welcome to Fairy Tail" Happy greeted to everyone just before they could enter.

**FIRST FLOOR; FAIRY TAIL GUILD**

"We made it back alive" Natsu roared as he break opened the door with a single kick before barging in.

"We made it home" Happy cheered as he popped up from behind Natsu

"You could have simply knocked the door" Lucy deadpanned on Natsu's action although her words fell on deaf ears.

"May be, he always gets excited whenever he returns back to his home" Ben said trying to bring logic out of all these.

"It's more of madness" Rook commented straightforward.

Ben, Rook and Lucy also followed him from behind. They noticed the inside of the Guild was similar to a large lunch hall, and mainly consisted of wood, possessing a parquet floor and a mezzanine held up by wood beams overlooking it. Several long benches and the related tables stretched across its length with a bar at the end. A board was too located beside the bar with many different notices and request. However, most noticeable things were that, this was less of a Guild where works is carried on and more of a club inside. Almost dozens of people were drinking and talking or for better suitable defining words were shouting and yelling.

The first one who noticed and greeted Natsu was a man of average height, distinguishable by his brown hair, which is kept in an ostentatious pompadour-like style that protrudes frontwards from the top of his head in a large, curly and fluffy tuft. His eyes were semi-open, while they seem to have light-colored pupils. His physique is peculiar in the fact that, despite Wakaba having quite a large belly, his abdominal and pectorals are well-defined. He was wearing a loose, light green shirt decorated with many motifs of stylized dark-colored flowers with five petals, a darker pair of short pants and simple dark shoes. He was Wakaba Mine, a veteran Mage of the Fairy Tail Guild.

"Hello Natsu…Good to see you b…" Wakaba greeted but was cut off when he was kicked by Natsu in face sending him quite a distance away sprawling on the floor.

"Why did you do that?" Lucy yelled at Natsu after his sudden attack on his own one of the Guild mate. She thought they should be happy to see each other and would be hugging but they were fighting among themselves.

Ben and Rook was also surprised to see such an act from Natsu. "It seems like a way to meet an old friend" Ben mused.

"With a kick on face…? I am saying that they were all a bunch of crazy peoples" Rook proclaimed.

Ben felt a little saddened hearing Rook. He just spoke like one of his best friend whom he will see never.

"You lied to us about that Salamander and I have to ride that stupid train twice due to you. I am gonna kick your sorry ass for that" Natsu yelled ignoring Lucy and other's comment.

"Don't blame me. I just passed along the rumor I had heard from others" Wakaba said getting up on his feet while rubbing his nose and swollen cheeks "And it's hurt you jerk"

"That's not true. You intentionally made us go there" Natsu retorted sounding like he is angrier "I will kick your butt for that"

"You want a fight. Then let's go" Wakaba shot back before taking a fighting stance. It didn't take long before the whole Guild hall become an open ring for an open brawl. Whoever was getting hurt or hit would jump in the squabble to fight and beat the shit out of others. Almost half of the Guild was already involved in the brawl.

"It's really a good time for showing Rath" Rook suggested to Ben who gave it a thought before dismissive it with a chuckle.

"Now…Now Natsu… I think you need to calm down" Happy said politely while floating in air trying to calm down flaming Natsu when Wakaba was smacked into him, silencing him for that moment.

"Wow…I am actually standing inside Fairy Tail Guild" Lucy wondered while standing among the open brawl.

"So Natsu has brought someone back…Huh" A young man commented noticing Lucy making her freak away. The most prominent feature of this new guy was his spiky black-colored hair. He also has dark blue eyes, and his body is toned and muscular. His Fairy Tail stamp was below his collarbone on his right pectoral muscle and is dark blue in color. He was wearing nothing above his waist apart from a necklace, which resembles a sword with a stone in it, a metal bracelet and a chain which is attached to the belt loops on the right side of his black pants. He is Gray Fullbuster, an Ice-Make and Devil Slaying Mage as well as a member of the Fairy Tail Guild.

"It's time we settle things what we started, once and for all" Gray roared while marching toward the brawl.

"Gray…Your clothes" A female voice interrupted him. It was true, Gray had somehow, striped his clothes except for his black undershorts within a blink. Even Ben and Rook didn't able to track out when he did that.

The trio blinked at Gray before turning around in the direction of the voice to see a tall, slim, young woman with an ample bust. She has long, mid-back length brown hair with varying shades of color, having been seen as bright brown, black, and, ultimately, plain brown. Two shoulder-length strands of hair frame her face, with the left one starting from a prominent, high fringe. Her hair is curlier and it appears really thick and wavy. She has large brown eyes and visibly long eyelashes. She possesses a very voluptuous figure, with large breasts and curvy hips. Her black Fairy Tail stamp is located on the lower left part of her abdomen, right above her hips. Her fingernails were long and were colored in red. She was wearing a light blue bikini top which features a camouflage pattern, a pair of Capri pants, with two bands hanging from each leg and a light belt covered in heart motifs loosely tied around the waist. She completes her general outfit by wearing a pair of high-heeled sandals. She also had a pair of metal bracelets adorning her biceps, bearing an incision composed of many 'A's, and three simple, round metal bracelets on her right wrist. She is Cana Alberona, a prominent member of the Fairy Tail Guild, and is a potential S-Class Mage. She is also a heavy drinker, but hardly ever gets drunk, no matter how much she drinks.

Ben was amazed by how beautiful she was but was brought out of his trance by Rook's ceasing comment "You were ogling again, Ben"

Ben gave him a mild glare motioning him to 'shut up' or 'you will pay later' before returning his attention back to the Guild's wizards.

"I don't have time for that" Gray answered back while stomping away into the brawl.

"Did he really say that he don't have time to wear clothes?" Lucy asked

"That's why I don't take on any of the men here. They don't even have any class, all alone they will show it" Cana proclaimed before picking up a big barrel of beer almost as tall as her and started chugging on it.

Ben, Rook and Lucy's sweat dropped seeing the sight before them. On a one side, most of the Guild mate was fighting among themselves for whatever unknown reason and one of them almost naked and on the other side's; Cana emptied a barrel of beer in one breath and hardly even looks drunk.

"Wow…She seems to be a heavy drinker" Ben blinked at the sight before him. Even he has never drunk smoothie like this despite of being the biggest fan and lover of Mr. Smoothie except for once when he was Upchuck.

Meanwhile Gray in his under wear went to Natsu, challenging him "Let's do this, Natsu"

"First you put some clothes on and then come for me" Natsu retorted while beating the shit out of Wakaba.

"What is this so much noise about? Why were all of you acting like spoiled little babies?" said a stern, harsh voice from behind Ben, Rook and Lucy. His shadow was towering over the trio. They turned around to see a large, muscular man with tan colored skin, whose height causes him to tower over most of his fellow guild members. His long white hair is kept styled upwards in long, wavy spikes, his dark eyes possess no visible eyebrows and his rectangular, elongated face has a stitched scar running down its right side, crossing his right eye. His black Fairy Tail stamp is located on the left part of his neck. He was wearing a dark blue jacket with purplish blue inners, held closed on the front by a line of large buttons, with similar buttons on the sleeves' back and the zip located on the high collar left open. The back of his jacket is adorned by large, light kanjis, which read "The greatest" and the jacket itself seems to be worn over a light red shirt, sometimes seemingly replaced by an A-shirt covered in many vertical lines. His outfit is completed by loose pants matching his jacket, held up by a simple belt, and traditional Japanese geta sandals, and held in place by bands colored the same as his jacket's inners. He is Elfman Strauss, only one muscular mage in Fairy Tail. Immediately the new Trio got out of his way before they were also dragged into the fight or stomped by this giant man.

"If you were a man then talk with your fists" Elfman yelled at Natsu and Gray.

"Oh…He is actually encouraging them" Lucy commented confirmed by a nod from Ben

"Get outta our way" Both Natsu and Gray yelled back in unison followed by their respective punch sending him out for a count.

"They knocked him out so easily" Ben said amazed by the power they possessed. Either they were more powerful with energy combined or Elfman was too weak for them.

"And he is out for the count!" Rook added. He had never witness anything like what he was seeing now. "I misjudged them. They were worse than what I had imagined"

"Really…?" Ben asked

"What?" Rook said confused

"You said imagine" Ben burst into laughing.

Lucy was still standing in the brawl, witnessing the madness of her dream Guild while Ben and Rook was standing behind her dodging various types of items including bottles, bricks, plate and many other things coming their way while gazing at the same scene before them.

"Jesus…So much noisy around here" was heard a sound from around a corner.

The trio looked in the direction as there jaw dropped. They find a handsome young man of average height, distinguished by his delicate facial features and his orange hair; his hair is kept in a mildly short, spiky cut, with spiky strands covering his forehead, and other, longer ones jutting upwards from the top of his head. His hazel eyes were covered by a pair of azure-tinted sunglasses with a thin frame. His left ear is adorned by three earrings: a stud and two rings. His green Fairy Tail stamp is located on his back. He was wearing a green coat with a wide collar, complete with prominent, spiky, brownish-white fur trimming lining the hood, over a light red shirt covered in many flower-like motifs, black pants and whitish sneakers, each adorned by a pair of light green stripes. He was Loke, another member of Fairy Tail. However, his appearance didn't amaze them as much as the two lovely ladies wrapped around his arms.

Suddenly, a brick smacked him into his head creating a small bump around the collided portion.

"Are you alright" asked one of the ladies with a concerned voice

"I am sorry but I am also going to fight only to ensure only your safeties" Loke winked before jumping in the open brawl.

"Wow…He is actually a ladies' man" Lucy commented "Like that Salamander guy"

"What is the heck wrong with these peoples? There is not a single person, good enough to back out of the fight in this place" Ben stated, he was really getting flabbergasted by all this.

"I think it is really a good time for popping out Rath" Rook again suggested

"No" Ben replied "He will easily surpass them. He alone will be sufficient enough to squash this whole place into rubble"

"Hello, are you all new here?" asked a very warm pleasant voice from behind the trio.

Ben turned around in the direction of voice and was frozen in place to see a slim young woman of below average height. She has long, white hair which curls slightly at the ends, with two bangs framing her face and reaching down to her chest; her hairstyle's most distinctive trait is a short, upward ponytail obtained by gathering and tying the hair covering her forehead. She has large blue eyes and a curvy, voluptuous body, with large breasts. Her white Fairy Tail Stamp is located on her left thigh. She was wearing a sleeveless, ankle-length maroon dress with a pleated skirt. The chest is adorned by a large, pink bow, and similarly colored trimmings frame the rather ample neckline, acting as straps, and circle around the waist. She was also wearing high-heeled shoes that match her dress, and accessorizes with a small chain necklace with a blue oval gem attached to it, and a bracelet made of white flowers circling her right wrist. She is Mirajane Strauss, an S-Class Mage of the Fairy Tail Guild and is often a model for the Sorcerer Magazine.

Ben had his breath stopped, just by looking at her. She was most beautiful of all ladies he had seen up till now in this Universe. He had to admit that every girl in this Universe is very beautiful with bigger assets in comparison to his Universe. He shook his head to clear all this new thoughts arising in his head as a slight blush appeared on his cheek.

"Mirajane…WOWWWWWW" Lucy yelled as soon as her eyes fell on Mirajane.

"Don't you think, we should stop them before they completely wreak this place" Ben asked politely trying hard not to stare all alone drool at her.

"Leave them alone. They have always been like this whenever they regrouped" Mirajane exclaimed sweetly. Suddenly a bottle smacked her in head causing her to bleed. "Although it's hurt but it is more of a fun"

Ben blinked as he was shocked to hear Mirajane. "Did she really say it is fun?"

"Yeah…I can't believe. In what type of Universe did Professor Paradox have dumped us into?" Rook replied grimaced upon this Universe

Suddenly, Gray was smacked into Lucy by Natsu who was currently swirling Gray's under short in his hand while laughing like hell.

"Give me back my Underwear, you prick" Gray yelled at Natsu while trying his best to hide his private part with his hand.

"Underwear…?" Ben said shocked by this act. He looked down and immediately scooted away creating some distance between them.

"Now I totally agree with that lady about their class" Rook commented

Meanwhile, Lucy has her eyes closed with her hand as she was yelling at the top of her lungs. But she was soon interjected by Gray.

"Excuse me miss, may I please borrow your underw…?" Gray asked but was cut off when Lucy hit him on face with a club.

"As if" Lucy commented after hitting Gray but suddenly she was picked up by Loke in a bridal style.

"These girls are so sensitive. They needed great care and affection" Loke said trying to flirt with her but couldn't able to do it longer as he was suddenly punched in his face causing him to release Lucy.

"Speak with the fist, Loke" Elfman yelled after hitting him but he was soon knocked out again when Natsu kicked him in the face.

"I told you to butt out" Natsu yelled at Elfman

"So much for keeping silence… They don't even let me drink properly. Now I am going to interfere so I suggest you all to knock it off" Cana yelled while holding a Card in her hand. The back of the card which was visible to others, bear a dark cross with heart-shaped arms surrounded by an intricate motif.

"Oh yeah…Say who?" Gray back in his shorts retorted while he summons a white magic seal before his hand.

"BEAST ARM STONE BULL" Elfman yelled as his both hand transformed into that of a large beast's arm composed of stone.

"These punks could be such a nuisance" Loke stated as he also charge his power while his ring glowed.

"I am ready for it. Bring it on" Natsu yelled engulfing his hand in fire.

"They were going to use magic. Don't they? Do they always fight like these?" Ben asked getting a little serious after realizing the current situation. If they did, then the whole place will surely will blow up.

Happy just nodded who was being hold by Lucy as a cover.

"You don't seem worried" Lucy cried while trembling

"Aye" Happy replied while feeding on a fish in his paw

"Aye, nothing" Lucy retorted annoyed by that cat antics.

"They all were really crazy" Rook commented straight forward

"Gotta stop them… Going Hero" Ben stated before activating his Omnitrix "Before there is nothing left"

"Better go for Rath" Rook suggested again.

"Stop acting like children you fools" A harsh loud voice yelled stopping everybody in their track. The open brawl was immediately brought to end. Even Ben also flinched.

Everybody turned around to find a huge shadow, over towering them. It was almost of the Humungousaur size when he is at his best.

"It's huge" Ben said looking at the dark figure before them.

"I am sorry. I didn't know you were here Master" Mirajane said politely getting near that titan figure.

"Did you say Master?" Lucy cried disbelieving

"Yes" Ben answered

"Hahahahaha…They all are really babies. Looks like I am the only one…" Natsu said while laughing but was cut off when that giant stomped over Natsu bringing immediate pin drop silence. Everybody's sweat dropped. After that, the titan was engulfed in light and when it died down; it revealed an extremely short, elderly man. He has black eyes and is growing bald with only the outer rims of his head containing white hair. He also has a thick white mustache. He has a black stamp of Fairy Tail that covers his entire chest area. He was currently dressing in a casual manners which consist of a white shirt with black Fairy Tail stamp in the middle which covered by an orange hoodie. His attire was completed with matching orange shorts and an orange and blue stripes designed jester hat. He was Master Makarov Dreyar of Fairy Tail Guild as well as he is also one of the ten wizard saints. He was currently holding a bunch of papers in his hand.

Ben blinked at the figure before him. One time he was a titan and other time he was a small old man.

"He is tiny. Did he really a Master?" Lucy asked shocked by this sudden act.

"He is Fairy Tail Guild Master Makarov" Mirajane introduced him.

"Hello" Master Makarov said before jumping off on a second floor railing where he coughed a little and cleared his throat.

"You've gone and done it again, rascals! Look at all this paperwork the council sent me! They're all complaints! All you fools do is making the council angry at me!" Master Makarov scoffed before burning off the papers in his hand and throwing it away which was captured by Natsu in midair and began devouring it.

"Did he always that hungry for fire?" Ben whispered to Happy

"Aye" Happy replied

"Screw the council! Listen up! Magic is an unreasonable power, but it is born from reason! It is not some miraculous ability. It is the combination of the spirit that flows within us with the spirit that flows within nature itself, incarnated into physical form! It takes a strong mind and focus! In fact, magic is the pouring out of one's entire soul! One cannot progress in the way of magic by being mindful of the watchful eye from above! Be not afraid of those fools on the council! And follow the path you believe in! That's what it means to be a Fairy Tail wizard!" Master Makarov said pumping his fist in the air followed by huge cheering from others.

Ben was surely impressed by the lecture; Master Makarov had given to lift up the spirits of others. He somehow kinda reminded Ben of his Grand Pa Max who always used to backup him when in need.

After a while, when everyone got silent, Master Makarov came forward to see the new trio.

"So we have some new recruit?" Master Makarov asked more like a statement.

"Yes Gramps… We had met them back in Hargeon and they helped me…" Natsu said but was cut off by Master Makarov

"…In blowing off a whole port" Master Makarov finished

"Aye" Happy agreed while feeding on another fish.

Everybody's sweat dropped conceiving the current news. They had blown away the famous port of Hargeon.

"No…It's not like that. I can explain" Ben tried to say but was interjected by Master Makarov

"No need to give any explanation. I already know what happened and really glad to see your achievement other than the destruction you guys made and the amount our Guild had been charged as penalty" Makarov grinned "So how about if we introduce each other?"

After the introduction was made, Ben gained some ideas about the Guild members present before him. He came to know about the rivalry present between Natsu and Gray while latter unintentional habits of stripping every time, Cana being the heaviest drinker without even getting drunk ever, Loke being a ladies' man and a biggest flirtatious in there, Mirajane being the most beautiful lady in Guild and a model for Sorcerer Magazine, Elfman being liked to be called a man…A Real Man, and so on. Although most of them were all fighting like kids sometime ago and were ready to use their magic as a source, but they see each other as good friends and really care for each others. However it was safe to say that they could get crazy sometimes.

Lucy was really happy to meet with her dream Guild. It was quite visible on her face, how excited she was. On the other hand, Rook was really getting pissed off from the stare he was getting although he had kept his temper in check so not to blow off their chance here.

"So, where are you from? And who is he with you?" Master Makarov asked getting Ben's attention while gesturing forward to his partner "I hadn't seen anyone like him before"

This really got the attention of others. They hadn't noticed this up till now. Surely, Rook was different despite of being humanoid. Even, it is hard to consider him as a monster due to tools he was carrying. Everybody was gazing at him, making him really ticked off but he wasn't known of a kind to burst off.

"It's quite tricky to explain about our existence." Ben said quite sure that they wouldn't believe the concept of different planet all alone another Universe, although he didn't planned to lie to anyone of them. He was ready to take the risk of telling truth so that he wouldn't be blamed for anything happens in future. Apart from this, he was secretly hoping for them to be good people to know his truth.

"Then we would really like to hear" Makarov said sitting on the bar counter while Mirajane handed him a mug filled with alcohol. Cana was still busy with another barrel while rest of the members took seats circling Ben.

"Very well" Ben said taking a deep breath "W-We are from another Universe"

Everybody was dumbstruck hearing Ben. Makarov and Cana even spilled some drink on the floor. Gasped filled the hall as everybody's eyes was darted upon him. He gulped.

Ben let them know about their existence from different Universe. He had to simplify his explanation only to get it through Natsu's thick head although many of them refused to believe something like that. Even Makarov didn't seem too satisfied by his concept but decided to give him a benefit of doubt.

"Hmm…Interesting" Makarov said while taking a sip from his mug

"I don't believe you" Gray said straight forward

"Yeah…It is impossible to be truth" Natsu added disbelieving him

"Coming from the one who claimed that he had lived with a Dragon" Rook said nonchalantly attracting Natsu's attention

"You want to fight?" Natsu roared but Elfman pounced him in the ground before yelling "Currently they are our guest here and a Real man don't fight their guest"

"But you didn't tell us anything about yourself?" Cana asked curiously although she was also amazed by the information she conceived and in the direction it was going. She had decided to go with the flow for…now.

"I was getting to that" Ben said before letting them know about how 'Nine' years ago, when he 'Ten', he had discovered a first proto type Omnitrix, originally meant for his Grand pa but he got it, which used to let him to transform into ten different creature with their respective different abilities. How he used that device to fought evil then. How he had made many friends and enemies in his journey. He also let them know about the Plumber business; a type of security officers business, he was involved in with his Grand Pa who later on introduced him to his new alien partner Rook. Everybody' was shocked and more precisely dumbfounded to hear Ben as he kept progressing. Although Ben left many details which he either believed not necessary or were not related. He even let them see Omnitrix but their expressions were same as what Natsu had before back in the Hargeon's forest.

"You were using your abilities since you were only ten" Lucy gasped as Ben nodded

"So it was with Ben 'Ten'" Natsu mumbled under his breath, after getting up from the pounding he got from Elfman.

"How could a Technology get so advanced to morph someone into another?" Makarov asked intrigued by hearing of the presence of such a technology.

"Because it isn't any ordinary human Technology; it was specially invented by a scientist Azmuth, of the most intelligent species in the Universe" Ben replied politely although he was getting annoyed by describing about his existence.

"So you don't use magic at all" Loke asked suddenly while still being wrapped around the same two ladies from before.

"Yeah…I use magic but at a very lesser level of what I could" Ben replied sheepishly

"Right now you said that it's was technology and now you are saying you use magic" Mirajane asked politely

"My Grand pa was married to an Anodite and thus I am a half Anodite by trait" Ben replied

"Anodite…?" Makarov asked taking another sip.

"They are a free spirited race of powerful energy being from planet Anodyne. They are themselves a life energy which we term as Mana. They are very powerful to mess with." Ben explained lighting his arm into same sparkling blue color while getting really frustrated.

"So you are also a Wizard?" Makarov asked more to himself before looking up at the Ben's alien partner "Rook it was…Isn't it?"

"Yeah" Rook replied ready for any coming questions on his way

"Do you also use magic?" Makarov asked

"No" Rook replied

"Hmmm…Then why are you both here?" Makarov asked taking another sip from his mug. This really got the attention of other. More specifically, Ben…

"We don't have any other place to go now. A time traveler and an old friend of Ben dropped us here so that we could live our life again" Rook answered knowing how hurting it would be for Ben to let him explain that. Ben was already breaking from inside due to remembering again of his past experience.

"I don't understand. You had your family back home but you were saying that you had nowhere else to go" Gray asked suddenly. There was a complete silence, everybody waiting for a response.

"No…We don't have…" Ben snapped as his eyes watered as his expression was darkening and he was on the verge of crying but he was cut off by Rook when he placed his hand on his shoulder.

Everybody was surprised by this sudden outburst from Ben. Until then, he was doing fine and then all of a sudden he outburst.

"We had lost our Universe lately. Long time enemies of Ben joined together and trapped us in going away from our Planet to make it defenseless and w-we lost everyone" Rook said saddened. By this time, Ben was crying and tears were streaming down his cheeks like there was no tomorrow.

Everyone was saddened for our teen Superhero. They were surprised to hear about the existence of such things while they also believe it to be impossible to be truth but they couldn't afford to see a guy crying like that. They leaned back with shock clearly evident on their face. Mirajane came forward to comfort him but was stopped when Ben said.

"And the day I laid my hand on them…That day will be there last" Ben declared darkly with quite a venom in his voice before leaving the hall alone.

**AFTER SOMETIME**

Everything had gotten normal in Fairy Tail Guild. Master Makarov had left the conversation hang their after the declaration Ben made before stomping away. Everybody was feeling sympathy for the young hero though most of them didn't able to comprehend the concept of different Universe. Makarov and Lucy were few of them who believe Ben to some extent and decided to give him a benefit of doubt. Lucy's own celestial spirits were themselves from other world while on the other hand Makarov didn't have any specific reason to trust on such a disbelieving concept but he had seen the truth in Ben's emerald eyes. The direct evidence goes to Rook. No one had ever seen or heard of anyone like him before and the Proto-tool and armor he was carrying also seems to be advanced; very advanced which doesn't need magic to fuel or uses it. Although Ben didn't show any of his transformation he claimed to have through his Omnitrix; if he proved right then it will be an another fact of them being from other world.

Currently Lucy was waiting for Mirajane to stamp a Fairy Tail symbol on her hand so that she could be become an official member of the Guild. Ben, Rook and Happy were sitting on a table along beside Natsu who was looking for a job on request board. Ben had overcome his emotional stress at least for that moment although he was still having difficult to control his feeling. He knew that what he had said earlier before leaving the hall and he was certain that it was the same dark truth and revenge, he had deep inside his heart. He was brought out of his trance when Lucy said something.

"Oh…Guys look…Mirajane has printed a Fairy Tail mark on my hand. I am too an official member of Fairy Tail Guild" Lucy said excitedly as she was showing off her Guild mark.

Ben didn't know what to say so he chooses to remain silent.

"Oh yeah… That's good…Welcome to the Guild, Luigi" Natsu mumbled while looking at the request board for some new job.

"It's Lucy" Lucy shouted correcting Natsu.

"It seems like a good one. Hundred and Sixty thousand jewels" Natsu excitedly said suddenly ignoring Lucy as soon as his eyes fell on a specific note.

"Sounds good to me" Happy chirped agreeing with Natsu as he also took a look on the request.

"What is it?" Lucy and Ben asked simultaneously interestedly. Lucy lost her previous anger instantly. Rook wasn't really interested what this world possesses since it doesn't have to do anything with him or his tools. The only thing for which he was here was for his partner and best friend…

Ben has understood that to start a life in this magic Universe, he will have to align himself to a nice guild and had to take jobs to earn money as well as to help others what he is doing for past nine years. Although he was thinking about joining Fairy Tail Guild as his first option while for his second problem, he actually didn't need job to earn money although he will still glad to take jobs, only to help others. Mirajane had explained him earlier about the request board; how different jobs were posted there to be taken by official wizards here.

"Sorry but you cannot take any mission until you were a member of Fairy Tail" A female voice interrupted.

Ben turned to find a rather young, petite teenage girl of a slender build who stands at a rather below-average height. Her shoulder-length blue hair, which has eyebrow-length bangs, is tied up with a colorful bandana around her head. Her hair appears to be wavy, wild, with locks hanging down the sides of her face. She is Levy McGarden, a mage of Fairy Tail and leader of Shadow Gear team.

There were also two young men standing beside her. One was a slim, young man of average height with orange hair, kept jutting backwards at the sides of his head. He has a sharp face, a prominent, flat and defined nose pointing downwards, and distinctive teeth, with a protruding, sharp, triangular-shaped upper molar complemented by a chipped portion on the lower row. He was wearing an open, light-brown coat with yellowish fur trimmings on its edges and sleeves, which reached down below his elbows. Below it was a high-collared purple shirt, with its collar mostly left open, with a rectangular buckle, and tucked inside the baggy dark pants covering his legs, in turn tucked inside dark boots. Other one was a tall, slim young man with black hair kept in an unusual, distinctive hairstyle, with a tuft of hair on top of his head jutting upwards and then curving frontwards, being reminiscent of a plant's stem. His hair extends in a rounded form on his forehead, and was cut on both sides of his head in a spiraling motif. He has dark eyes and thin dark eyebrows pointing downwards at their outer edges; his rectangular-shaped face sported sharp features, with prominent cheekbones. He was wearing a simple white shirt, green checkered pants, and dark shoes with lighter soles. He also sported a pair of distinctive belts crossing his chest, each passing over one of his shoulders. These belts were reminiscent of bandoliers, sporting rectangular cases on them. The former one was Jet, whose real name is Sarusuke while latter one was Droy. Both are the other two members of Shadow Gear team of Fairy Tail.

The Shadow gear team took a place not too far away while looking at Ben and Rook intently.

"They are Levy, Jet and Droy. Shadow Gear team in Fairy Tail" Mirajane introduced them before moving toward them.

"I know… I was just thinking about it" Ben replied diverting his attention back to Natsu "So Natsu…? Where was I?"

"It's…" Natsu began to explain Ben when was interrupted by sudden argument between Master Makarov and a young small boy.

He was a slim, young boy with straight, dark hair. His bangs are particularly prominent, covering part of his forehead, with some smaller strands jutting outwards from the top of his head. He has large eyes and a small, mildly round nose. He was wearing a dark T-shirt adorned on the front by a drawing of Nakajima, lighter-colored pleated shorts with two large pockets on the back, and simple sandals, each held up by two bands joined by a round button. He was Romeo Conbolt, only son of a Fairy Tail mage, Macao Conbolt.

"Who is he?" Ben asked Natsu gesturing to the young boy

"Romeo…Macao's son" Mirajane answered popping from behind Ben surprising him.

Ben had come to know something about Macao from guild mages especially from Wakaba. He is the only mage in the guild having a child and really attractive among girls.

"Oh come on…Dad hasn't came back yet" Romeo yelled

"You are a wizard's son Romeo. This is minor. Have faith in your father and wait patiently for him to return" Makarov answered while drinking another mug of alcohol

"But Master, he said he would be back in three days and it's over a week now" Romeo said with desperation clearly evident in his voice

"He took the job in Mt. Hakobe on his own" Makarov said gulping another sip.

"Yes…That's not far from here then why don't you send somebody to look for him?" Romeo asked trying to convince Makarov to send help for his father.

"Listen. You are a wizard yourself like your Father. Like every other wizard in our Guild, he can take care of himself. Now go home and had some milk and cookies and wait" Makarov said while keeping his empty mug on the table. Ben eyes narrowed on Makarov. 'How come a Master doesn't care of his guild members? Does he will need to have a second though about joining this Guild?'

"Jerk" Romeo outburst and started crying before hitting Makarov on his face and running away shouting "I hate you all"

"That's gonna be tougher for him" Lucy remarked seeing Romeo run away like that.

"Yes" Rook admitted who was also watching the whole argument although he was also having the same thought as his partner.

"I know it sounds like Master doesn't care but he really does" Mirajane said as if she had read Ben's mind.

Ben turned to look at Mirajane though he didn't say anything but his look was sufficient enough to reveal what he was thinking. It was true, a while ago, he was planning to join this guild and help people but now he wasn't certain about that.

"Master care for everyone as his own children but he doesn't wants to disrespect anyone's abilities by interfering in their job" Mirajane explained.

Ben was going to retort when he was halted by a loud smacking sound.

"What are you doing? You almost broke the board, Natsu" Wakaba yelled at Natsu

Ben noticed that the request job Natsu was talking about was stick back to board and the board had a crack where Natsu had punched it. Ben turned to see Natsu walking out of the guild followed by Happy.

"It's doesn't look good Gramp. You know how he could be." Levy said while gazing at Natsu

"Remember we can't choose another's path. Just let him go" Makarov said taking his place back at the bar stand with a slight bruised forehead.

"Why did Natsu gotten so upset?" Rook asked

"Probably because he and Romeo had lot in common… I think he sees himself in Romeo" Mirajane answered

"Huh?" Lucy asked confused

"It's just that because he is a member of Fairy Tail, he doesn't have some personal issues. Everyone has got some suffering and pain before joining this guild" Mirajane said while returning to attain the bar "Many years ago…Natsu father left and never returned back"

"He was Igneel. Isn't it? A fire dragon…?" Ben asked already knowing the answer.

"Yeah…He was Igneel. From that day, he has felt like he will never see him again. He is only living for the day to see him. That's like gonna kill him. Don't you think?" Mirajane said saddened.

"Yes…It would" Ben agreed. It was not hard for him to calculate Natsu's feeling though he still has a chance to see Igneel.

"He had definitely gone for Macao" Rook whispered after hearing Mirajane

"And so we are" Ben replied as his eyes narrowed. 'Is it was true what Mirajane had said? Did really everybody has a painful past before joining this Guild?'

**ELSEWHERE IN A WAGON (AFTER SOMETIME)**

A wagon was moving through a rocky pathway. Inside, Lucy, Natsu and Happy were on their way to Mt. Hakobe in search for a missing Fairy Tail Guild member Macao who had gone missing for some time. But without their knowing, two more figures were following them from behind.

"Why did you come with us?" Natsu groaned while lying on the floor sickened from being in a moving vehicle while Happy was sitting beside him feeding on a fish.

"I thought I may be able to help you" Lucy replied "Anyway, you really can't handle transportation for a bit, can you?"

"What that supposed to mean?" Natsu yelled angrily more like he groaned and immediately holding his mouth as if he is gonna hurl then.

"Oh nothing…Other than that you are so lame" Lucy said disgustedly, scooting away from Natsu.

Suddenly, Wagon came to an immediate halt.

"Finally… We are here and now I am free from this stupid wagon. Hahahahaha" Natsu screamed at the top of his lung hopping up at his feet no sooner has that vehicle stopped.

"I am sorry…This is as far as I can take you sir" was heard the driver voice as Natsu excitedly and hurriedly opened the door out of wagon. Happy too followed him excited for his friend well being after that short but tiring journey.

"It's a frozen wasteland. What would be anyone doing here, Natsu?" Lucy cried while getting out of the wagon.

**MT. HAKOBE**

Mt. Hakobe is a large mountain located near Magnolia Town. Its exact location is unknown however it is near Magnolia. It is a high mountain with a characteristic alpine climate. Snow cover lasts all year round in this mountain, no matter what season is. There are also frequent snow blizzards. Its characteristic includes the occurrence of numerous caves where the shelters are different representatives of the local fauna and flora.

After a while of constant moving through the frozen land of Mt. Hakobe, Lucy was trembling due to that excessive cold and stormy blizzard while following Natsu and Happy from behind, complaining non-stop. They didn't notice the two silhouettes covered in dark cloak were keeping their eye on them and were following them from a certain distance.

"Why it's so cold here? It's freezing! Okay, I know it's a mountain and all, but it's summer! There's something not right about this blizzard!" Lucy complained while trying to cover herself with a thin cloth.

"That's what you get for wearing such thin clothes!" Natsu commented while kept moving forward.

"I don't see you wearing a parka, either! Lend me your muffler!" Lucy yelled hearing Natsu

"Man… She is annoying. She just keeps on talking" Natsu grumbled loud enough to be heard by only Happy who was sitting on his shoulder.

"Aye" Happy agreed almost as annoyed as Natsu

"Hey I have an idea" Lucy screamed suddenly attracting others attention. She grinned as she grabbed a silver Gate key "Open…Gate of the Clock Key…HOROLOGIUM"

As soon as Lucy summons her spirit, a tall brown grandfather clock appeared. He has long, black arms, a glass case, a Roman-numeral clock at the center and a small face at the top with slit eyes and a thin, twirly, mustache-like mouth. He was Horologium, one of the Silver Key Celestial Spirits. Immediately Lucy gotten inside the glass case and after getting comfortable, started yelling something.

"I can't hear you" Natsu said back. It was true; they really can't able to hear anything she was trying to say due to being trapped in the glass case.

"She says 'I am staying in here and I am not coming out'" Horologium replied suddenly

"Seriously…? Then why did you tag along?" Natsu yelled back still looking at Lucy

"'What kind of crazy job would force Macao to come to the place like this' She asked?" Horologium countered with his own question or more specifically of Lucy question.

"You should have asked that before you come along. He was subduing a vicious monster, a Vulcan!" Natsu answered as if monsters were no big deal to him although Lucy seems too freaked out.

"'I wanted to go back to Guild' she proclaimed" Horologium said politely

"And I say go ahead" Natsu replied before turning around and moving forward.

Quite for a while, both Natsu and Happy kept shouting for Macao, although Macao wasn't found but the echo always returns. Horologium was following them all the way, afraid of leaving alone behind.

"Macao…Where are you? MACAOOO" Natsu shouted while searching for his friend however all of a sudden he jumped out of his position sensing something coming his way. It was true; a giant monkey had attacked him but he barely managed to evade it.

He was a large, anthropomorphic monster that resembles primates. He possessed a distinctive facial features, elongated chins, prolonged ears and pointed heads that resemble a single horn on top of his head. He have gargantuan arms, and sequentially, large hands that attach to his muscular torsos. In comparison to his upper body, he possesses a pair of smaller-scaled legs that feature a long tail connected to the bottom of his torso. The furs on his arm form a decorative circle black pattern. He was Vulcan, a ferocious monster normally found in forests and mountainous regions.

"That's a big Vulcan" Happy commented as soon as his eyes fell on that strange looking giant monkey who had attacked Natsu.

"Like women, women, women" Vulcan said excitedly more like doing gorilla dance as soon as his eyes fall on Lucy who in turn freaked out more.

"So It's can talk" Natsu commented as he was pondering about something.

"'Just don't stand there. Come and help me' she asked" Horologium said while that Vulcan was carrying him away along with Lucy sitting inside him, trembling in fear.

This really got Natsu attentions. He was thinking to ask that Vulcan about Macao and now he had taken Lucy too along with him.

Some distance away, the two silhouettes who had been following Natsu and Lucy, dispersed into two. One went to the other way following that Vulcan who had taken that big clock along with Lucy with him while the other one waited behind Natsu and Happy.

**INSIDE A CAVE; MT. HAKOBE**

"'How could had I gotten myself into this mess? What with this giant monkey? Why is he so excited?' she asked" Horologium exclaimed as Lucy panicked just by seeing that Vulcan dancing around her was freaking her further.

"Women, women, women, women" Vulcan repeated as he got in front of Horologium doing the same previous Gorilla dance.

But that doesn't freaked Lucy more than the tick-tick alarming sound being produced inside the giant clock.

"Hey… Horologium! Don't disappear on me!" Lucy yelled terrified of what going to happen next.

"It is time. Fare thee well!" Horologium exclaimed before vanishing in a flash of light leaving her alone with that Vulcan.

"I want an extension! An extension!" Lucy yelled but was cut off when she heard someone remarked. She turned around as her eyes widened to see a familiar face again. She didn't knew, he was following them here.

"Leave her alone you giant ugly monkey" Ben yelled while strolling near them although that Vulcan just ignored him and kept his attention on Lucy.

Lucy got up on her feet and ran toward Ben and hid behind him when she was again surprised to hear another familiar voice.

"Tell me you monkey…Where is Macao? Tell meeeeeeee" Natsu yelled while running toward them. Suddenly his leg slipped on the ice floor beneath and he smacked into Ben taking him along with him, before head butting into the cave wall.

Lucy sweat dropped "That was really a most pathetic entry and you even knocked out Ben too"

"That's hurt" Ben mumbled as he gotten up on his feet rubbing his sore head. His vision had gotten blur as he was moving here dizzily while rubbing his sore head "Don't say me…I am gonna be blind!"

Natsu's head was also hurting though not as much as Ben's. He was lucky that he had smooth surface to collide.

"Tell me…Where is my friend? He is a human man and now tells me where he is?" Natsu demanded to Vulcan as he also got up on his feet after Ben.

"Human?" Vulcan repeated confused scratching his head

"That's right…Where are you hiding him?" Natsu demanded again.

"Do you really think he is hiding Macao somewhere?" Lucy asked as she backed away from that Vulcan.

"Hey wait…I think he is gonna show me" Natsu proclaimed as that Vulcan pointed toward a hole in the wall. While during all this, Ben was still having problem with his blurred vision although he was still fiddling dizzily with Omnitrix.

"MACAOOOOOOOOO" Natsu immediately dashed toward the hole and he peeked in to search for Macao when he was kicked in his butt by that Vulcan sending his out of the mountain.

"Natsu" Lucy yelled as she also ran toward that hole and looked down but didn't found Natsu anywhere.

"Don't like men. We like women." Vulcan cheered excitedly while strolling toward Ben.

"This is bad news. He can't survive out there" Lucy whispered panicked

"Woman, woman, woman, woman" Vulcan kept cheering

"Okay you pervy monkey, you are going down…Get a load of this!" Lucy cried stopping that Vulcan in his track from moving toward still dizzy Ben as she grabbed a golden Gate key.

"Open…Gate of the Golden Bull…TAURUS" Lucy yelled as a new spirit is summoned.

It was an extremely tall, heavily muscular and athletic humanoid whose physical features are highly reminiscent of both a bull, as his theme implies, but, most notably, of a cow. His body is covered in a black and white pattern similar to those of dappled cows, and the upper part of it, from the waist up, seems more massive than the lower one. His head is bovine in shape, with small, elongated ears jutting outwards from the sides of his head, and a pair of horns, testifying him as a bull, sitting on top of it. He has dark eyes, and his flat nose bears a large golden ring in it, similar to those carried by real bulls. His muscular chest bears six udders, two on his pectorals and four on his upper abdominals, something which makes him yet again resemble a cow. The tail sprouting from his back, ending in a dark tuft, is quite small, if compared to the large mass of his body.

His massive body was bare: he's was wearing a dark indument, similar to a pair of swim briefs, covering his groin, held up by a red, studded belt, with a circular, thin, golden metal buckle, with a pair of curved protrusions jutting outwards from it in its upper part. He was also wearing a simple dark boots with lighter upper edges, consisting of three lines circling his legs, and has a red belt circling his neck, to which a golden cowbell is attached. His forearms are wrapped in bandages, and he wears brown fingerless gloves. Crossing his chest diagonally and passing over his right shoulder is a large, plain dark belt closed by a simple buckle. He is a Celestial Spirit of one of the 12 Golden Zodiac Keys called as Taurus, 'The Golden Bull'.

"A cow…?" Vulcan commented confused.

"Taurus is a most powerful celestial spirit I have ever contracted with" Lucy said proudly warning Vulcan

"Thank you Lucy-san…Your body always does you good…Can you be any moo-re lovely?" Taurus said drooling at Lucy.

"Oh yeah…He is a perv too" Lucy added hearing Taurus.

"Don't touch my women" Vulcan roared seeing Taurus standing so close to Lucy.

"Your women… Let's fight for it then" Taurus retorted angrily bringing his attention to that Vulcan while gripping his scythe firmly.

"Don't talk. Get him" Lucy yelled at Taurus who immediately jumped at that Vulcan while swinging his axe in air. However, that Vulcan started running to and fro dodging blows after blows from Taurus. Lucy was watching the battle when her attention was grabbed by the emerald flash light from behind her.

Lucy turned to see a silicon-based life form was standing behind her. His body was composed of durable pale green crystals. He sports six crystal shards on his back and two on his chest and has a sharp pointed head. His clothing was all black with one large green stripe running down his middle up to his belt. The Omnitrix symbol was located in the middle of his belt.

"DIAMONHEAD" Ben yelled.

* * *

**OMNITRIX DATABASE**

Diamondhead is a Petrosapien from the planet Petropia.

Diamondhead's body is composed of an extremely durable organic crystal, which resembles Taedenite, making him nearly invulnerable. Diamondhead can control his crystal physiology at will, allowing him to create crude crystal weapons from any part of his body on demand or fire crystal shards from his hands. This same ability also allows him to regenerate to an extent, such as re-growing lost limbs. In addition to growing crystal from himself, Diamondhead can grow crystal over the ground. His crystal body acts as a prism that refracts light beams. The one drawback to Diamondhead's crystal form is the crystal itself, which can shatter if exposed to sufficiently strong sonic vibrations. While Petrosapiens can regenerate limbs, there is a limit to how much damage they can recover from.

* * *

Lucy was surprised to see this new monster before her. It was as if his whole body was made of diamonds.

"Ben?" Lucy asked afraid of this new monster as she back pedaled away.

"It's okay. It's me" Diamondhead said sensing that he was freaking her out "And that's a quite a powerful spirit"

Lucy just nodded slightly blushing hearing his compliment while regaining her composure. She turned around to order Taurus to finish this battle when she sensed something coming their way.

"He's back" Lucy whispered seeing Natsu flying in the cave and kicking Taurus in the face and immediately knocking him out cold "Natsuuuuuuuu"

"Hey how come here is another monster if I defeated one. There was only one of them." Natsu commented pointing to fallen one.

"Is he was really that dumb?" Diamondhead mumbled

"You dumb…That was one of my spirits" Lucy yelled frustrated by Natsu's action.

"He…?" Natsu asked pointing toward the confused Vulcan.

"Not him…The bull, the one knocked out due to you." Diamondhead replied coming toward them.

"Who are you?" Natsu asked taking a fighting stance against Diamondhead

"Whoa…Wait a minute. I am not your enemy" Diamondhead said raising his diamond arm "I am Ben and right now you can call me Diamondhead"

"Ben! Awesome…But what are you doing here?" Natsu cheered letting his guard down.

"Just followed you guys here" Diamondhead answered

"Wait a minute how you able to survive out their?" Lucy asked suddenly

"Where…?" Diamondhead asked

"That monkey had kicked him out of the cave after making fool of him" Lucy replied.

"Really…?" Diamondhead asked again

"No and Happy came to save me. Thanks for that buddy" Natsu added as he gestured toward Happy

"Aye" Happy agreed

"I don't get it…You don't get with the other mode of transportation but flying with Happy is okay?" Lucy asked suddenly

"Yeah…She is right" Diamondhead said

"What a stupid question is that? Happy is not a mode of transportation. He is my friend… Best friend" Natsu said defending himself

"You were really stupid" Rook commented entering the cave through the hole behind them.

"Rook…? Where were you?" Diamondhead asked

"I couldn't able to use my Jetpack in this blizzard so I had to hike up" Rook answered. Suddenly, there attention was captured by that Vulcan, who again started causing commotion.

"My women" Vulcan announced beating his chest.

"You listen up. No one hurts my friend when I am here. Happy, Lucy, Ben and Rook too… They were all my friends" Natsu said flaming his fist. Rook was really touched by hearing this.

"Don't forget to mention your missing friend too" Diamondhead pointed out pumping his fist

"Yeah…He too…That's why I am not leaving without Macao." Natsu declared before jumping at that Vulcan and punching him in the chest followed by few diamond shards from Diamondhead.

Vulcan was send sprawling toward another corner of the cave. He became angrier as he picked up Taurus's axe while roaring. He dashed toward Natsu but he easily dodged it. Vulcan tried to attack again but was blocked by Diamondhead who has morphed his right arm into sharp blade before punching that Vulcan in the gut with his left one.

"Go back Taurus…If you go back then your axe will disappear too" Lucy yelled while shaking Taurus violently 'She was sure that Taurus axe could bring the difference'

Meanwhile, Vulcan again tried to strike at Natsu but he managed to side stepped and threw a wicked hook in his gut. Vulcan again tried to strike again but was tackled by Diamondhead however; Vulcan managed to land a hard blow at Diamondhead sending him a good distance back although it didn't do any harm to his hard diamond body.

Natsu tried to sneak past Vulcan to get him from behind, but Vulcan noticed him and brought his axe at Natsu vertically. However, Natsu managed to block the attack by catching the blade between his palms although his position wasn't of any good. He was bended behind while blocking the attack and so he couldn't do any counter attack at the moment.

"You have gotta go…Wake up" Lucy yelled at still knocked out Taurus. Now really concerned for her friends…

Suddenly, Natsu fired up his hand and in turn started to melt Taurus's Axe through the heat of his palms and was feeding on the molten fire drop pouring in his mouth.

"He is melting the blade just by his body heat" Lucy said in awe as soon as she noticed.

"Aye" Happy chirped

Diamondhead got up on his feet and was going to attack on Vulcan when Rook beat him to it. Rook easily tackled that Vulcan into dropping Taurus's almost damaged axe and delivered a round hose kick him in the chest. Diamondhead followed next with a wicked hook in his gut, powerful enough to send him flying in the air.

"Now I got some fire in my belly" Natsu exclaimed "Now eat this…FIRE DRAGON WING ATTACK" Natsu immediately rushed toward that Vulcan and grabbed him in the mid air, before subsequently setting his hand ablaze, sending him flying further.

The overall attack was so powerful that Vulcan was smacked directly in the farthest wall of the cave creating a mild hole before blackened out.

"We did it" Natsu cried waving his hand.

"Yeah…Isn't this monkey was going to tell us about your friend" Lucy asked as her Celestial spirit Taurus vanished in thin air.

"Oh…Forgot about that" Natsu answered.

"Well I don't think he can talk anymore" Diamondhead said before turning back to his human selves in a flash of green light.

Suddenly that knocked out Vulcan was covered in a bright light limiting everybody's vision to minimal.

"What the heck was that?" Natsu mumbled but as soon as his eyes fell on the figure before him, he whispered surprised "Macao?"

In place of that Vulcan was laying a slim, mildly muscular man of average height with short, straight, slicked back dark blue hair. He has linear dark eyebrows, dark eyes, and a prominent nose with a flat, rectangular front. The lower part of his face was covered in quite a large amount of stubble, which includes a thin mustache. He was wearing a brown, pinstriped pants held up by a lighter-colored belt bearing a snake-like pattern, with a simple, square-shaped buckle and a very distinctive pair of shoes, adorned with a leopard pattern. Around his neck he was wearing a large, serpentine necklace, which is held up by a chain. Apart from these, he was naked above his waist with lots of cuts and bruises all over him. He is Macao Conbolt, another mage of Fairy Tail.

"Are you telling me this monkey was actually your lost friend?" Lucy asked disbelieving

"Yeah" Natsu said before kneeling beside unconscious Macao.

"He must have been taken over by that Vulcan" Happy deduced.

"What did you mean by Taken over?" Rook asked.

"They must have used possession magic to get his body over. They were evil body snatchers" Happy answered

"And its look like he had put a good fight before that Vulcan got him" Ben added sympathetically

"Please don't die…Romeo is waiting for you. Open your eyes" Natsu yelled while shaking Macao's body.

"Natsu? Is that you?" Macao said opening his eyes.

"You are okay" Natsu said happily. This in turn brought relief to everybody.

"Before defeated, I had defeated nineteen of those and that last one sneaked behind and got me. I don't think I could go home and face Romeo now" Macao summarized what had happened to him before.

"Come on…Don't be like that. You had beaten nineteen monsters" Natsu cheered

"That was really a great achievement. We had to work together to defeat that last one" Ben added smiling

"Hey it was twenty of those giant monkeys and he took the job himself" Lucy commented disbelieving.

"Interesting" Rook said a smile crept in the corner of his mouth.

"Now let's go home. Your boy is waiting for you" Natsu said giving Macao his hand to lift him off the ground.

'They were amazing. They had powers but they also use it to help others. May be I was wrong in examining them' Ben thought before his attention was grabbed by Happy

"Don't look like that Lucy. It's creepy" Happy commented. Lucy was still in awe hearing Macao defeating nineteen monsters himself.

"I will show you creepy. Watch your back you damned stupid cat" Lucy retorted angrily before everybody burst into laughter except Rook who again failed to deduce the humor.

**MAGNOLIA CITY**

Romeo was sitting outside Fairy Tail guild building, waiting desperately for his father. The pain in his eyes was clearly evident to others. Children of his age, behind him were bullying him, mocking and taunting him continuously.

"Fairy Tail wizards are joke, Romeo"

"They were dirty and useless"

"Your father is no less than them"

Romeo was sobbing hearing his friends say that. Their continuous mocking was degrading his left patience slowly. Suddenly his attention was grabbed by some yelling from a distance. He turned around to see his father returning followed by Natsu, Happy, Ben, Rook and Lucy.

"Hey Romeo" Macao yelled cheering while waving his hand.

"DAD…You came back." Romeo cried as he jumped at his father hugging him while tears were streaming down his face.

"I am sorry son for making you wait like that" Macao apologized hugging his son.

"No… I am sorry dad. I became impatient despite of being a wizard's son" Romeo replied

"When those boys came to tease you again then ask them that can their dad defeat nineteen monsters on by themselves because mine can" Macao said Romeo lifting his spirits and bringing a smile on his face.

"Natsu…Happy…Lucy…Thank you" Romeo said wiping the tears from his face.

"No problem" They all said in unison.

"Ben…Rook… Thanks for bringing my daddy back" Romeo smiled.

"No…Thanks your daddy for helping others and returning back…Alive" Ben said while ruffling his hair.

Everybody was back on their way to guild. Even Ben and Rook had to admit that they are not so bad.

'It was a sunny day followed by a stormy blizzard. They were really crazy but have really good hearts. It will be my honor to join this guild and be friend with them' Ben thought as a pleasant smile appeared on his face.

"So…You are coming back to guild?" Natsu asked excitedly

Ben was going to answer but was again beaten by Rook "I don't think we have any better place to hang out." This brought quite a pleasant smile on everybody's face as they moved on their way to Fairy Tail Guild. It seems like that they were adapting to this new Universe.

**ELSEWHERE**

Professor Paradox was standing on a building rooftop, seeing everything that took place. A smile appeared on his face as he said something before vanishing in a flash of light.

"This is just the beginning. More surprises are still to come. Be prepared. Your worst dream is waiting for you not to in a distant future."

* * *

**Finally new chapter is up. It is my first update, with 15K+ words.**

**May be in next update, I will go with another arc or with Ben's hunt for new house; still not decided. Really looking forward with the latter one until you guys suggest something else…**

**As for few of the reviews, Ben's has gained the master control though he is still using his hand to activate it. Simple, It just a habit due to using it like that. I am also inserting Omniverse aliens too in this crossover. Let me make one thing clear that, Omnitrix is only configured to transform Ben into humanoid sapient form. While Nemetrix aliens were non-sapient aliens so I will not be adding Nemetrix predatory aliens. Whampire will be in Omnitrix due to it being a humanoid form. If there are other original humanoid predatory aliens available then please let me know and I will gladly add them in Ben's arsenal.**

**I am nothing professional with harem chapters so Ben's harem will not include more than 5, maybe 6 later on. Fairy Tail members will be having same personalities as in anime but they will be a little mature.**

**Please keep reviewing and don't forget to give some constructive ideas. Until then enjoy.**


	3. Ben Against Natsu

**BEN 10 AND FAIRY TAIL CROSSOVER**

**Disclaimer: I do not own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations.**

**This chapter contains Ben vs. Natsu followed by a small Rook vs. Natsu. It also has the beginning of Lullaby Arc along with introduction of Erza Scarlet.**

**Next Chapter will bring Lullaby Arc, until then enjoy.**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**Thanks to Ultimate 10 for his part in this story. **

**One more thing, please, don't forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review or PM so that I can edit it later. Until then Enjoy.**

* * *

**CHAPTER-3**

**BEN AGAINST NATSU**

Ben and Rook were happily accepted by all the Fairy Tail guild members after he had let them know about his desire of joining the guild, after returning from Mt. Hakobe. Ben had got his Fairy Tail mark on his left upper arm, just above his elbow in his green signature color while Rook got his Fairy Tail mark on his right upper chest in a greenish-white color. They were congratulated by most of the mages; although, Elfman's hugging felt like getting crushed under a rock. He had to admit that, the Guild members were a bunch of crazies but they had good hearts.

Ben smiled when he remembered about back when Master Makarov had announced him as a Guild member before going somewhere.

"Let's celebrate everyone because we have two more new members in The Fairy Tail guild!" Master Makarov announced happily with a big smile on his face followed by huge cheering all around.

"What's with that smile?" Mirajane asked softly.

"Uh…Nothing." Ben replied sheepishly. "Just thinking about some stuff."

"Like…?" Mirajane asked again.

"Recent activities…!" Ben exclaimed

"I really owe you one kid…" Macao asked, taking a place around his table after patting him on the back. "Why don't you say something about your powers?"

"Yeah…" Gray added "You haven't used your so called Omnitrix anytime soon."

Ben eyes narrowed. "You still don't believe me. Do you?"

"Nah…It's just too hard to believe something like that." Gray replied. "And I don't believe that flame-brain at all."

"Flame-brain?" Rook asked, confused.

"That's Natsu" Gray responded.

Suddenly, Ben felt something coming his way. If he hadn't rolled out of the way due to his years of acrobatic training then certainly, Natsu would have injured him. He immediately brought his right arm upon his Omnitrix ready to retort any further attack.

"What are you doing, Natsu?" Lucy cried startled. Everybody else was also shocked to see Natsu's did. Cana had even stopped drinking for that moment.

"What it seems?" Natsu answered excitedly "I wanna fight Ben"

"What?" Ben said in disbelief. After regaining his composure, he asked "Why would I fight you?"

"Because you are a newbie here," Natsu answered immediately.

"And Natsu challenges every new recruit in this guild to estimate his power over them." Mirajane deduced. "It seems you will have to fight him anyway."

"Aye" Happy agreed.

"That's why I call him flame-brain" Gray muttered.

"Why?" Rook asked "It is not any proper reason to fight anyone?"

This was the first time after Ben and Rook was dropped in this universe that the latter one had defended the former one in any kind of arguments. It really pleased Ben.

"If you don't fight him, he will keep harassing you." Macao answered.

"I am not the only new one here" Ben protested. "Rook and Lucy are newbies too. Then why not them…?"

"Yeah" Lucy agreed before fully comprehending Ben. She shrieked "WHAT?"

"I don't think they would be as interesting to fight as with you." Natsu retorted, igniting his fists with fire.

"Why would you say that?" Lucy shouted at Natsu; however, he ignored her.

"I would like to remain on the sideline." Rook said, taking a place at the bar counter "Even I am not a wizard too."

Everybody got very excited to see a new fight going to take place.

"I am not going to fight you until I have some good reason to do so." Ben declared after overcoming his shock. This declaration disappointed most of the guild members but Natsu remained excluded.

"Oh…You will" Natsu grinned as he immediately dashed toward Ben and just as he was about to land a punch, Ben sidestepped and hit him on the back followed by a sparkling blue energy blast. When the smokes cleared, Natsu was lying in the other end of the hall panting heavily.

Everybody's sweat dropped after seeing Natsu do something like that but was surprised by Ben's counterattack measures which sent the former one in the other corner of the room.

"What?" Ben said when he noticed the expressions from the others. He folded his arms as he smirked. "I didn't say I would not defend myself if he attacks again. Did I?"

"Whoa" Lucy gasped breaking the silence "You beat him in a single blow"

"Actually two," Ben corrected.

"No" Natsu yelled, attracting other attention while getting up on his feet. "I'm still not beaten. Now I am all fired up!"

"You really want to fight?" Ben asked seriously as he got the positive response "I will only after Master Makarov had returned. I surely don't want to be on his list for damaging the Guild."

"Okay" Natsu grinned. The excitement doesn't disappear from his eyes for a single moment; although, he was disappointed for a bit.

While during all this ordeal, Elfman, Wakaba, Shadow Gear team, Loke and many others remained away watching the exchange between Ben and Natsu intently. It was sure, if the fight happens then some of them will surely earn good amount of jewels**.**

**AFTER A WHILE**

After sometime, Master Makarov returned from his meeting and as soon as he entered the hall, he couldn't believe his ears. The guild was silent. He entered inside as his jaw dropped. In one corner of the hall, some of the tables and chairs were nothing more that rubbles.

"What is going on here?" Master Makarov asked, increasing his voice.

"Master you're back." Mirajane greeted softly.

Everybody got up and surrounded Master and started animatedly talking to him. Only Ben, Rook and Lucy didn't leave their place. The former one sighed fully knowing what is to come.

"Gramps…Natsu has challenged Ben to a fight." Happy answered.

"Yeah Gramps…I want to fight Ben!" Natsu requested hopefully. "Please, let us fight!"

"Ben?" Master Makarov asked, turning toward Omnitrix bearer.

"I just wanted to have your permission before we start." Ben sighed as he admitted much to the delight of others.

"Very well" Master Makarov said, hand to his chin and his eyes closed.

Natsu immediately lighted his fists as soon as Master agreed and jumped at Ben; however, he never reached him as Master decked him in the ground with his titan hand.

Everybody's sweat dropped. Master had decked Natsu in the ground for what he had himself permitted.

"Not here you fool. You already had done enough destruction in here." Master yelled. "Take the fight outside"

"Yeah! Another real men fight!" Elfman pumped his fist in air.

Everybody started cheering and moved out of the Guild. Some already started discussing about betting while Cana volunteered to collect the vote.

When the guild emptied, Ben was present alone along with Master Makarov.

"Are you sure Ben?" Master Makarov asked.

"I guess…" Ben replied "I really didn't want to fight, but Natsu didn't leave me any choice."

"Yeah…He could be like that" Master Makarov agreed. "I only wanted to know that if you could keep up with him."

Ben grinned. "Actually it will be the other side. Would Natsu be able to keep up with me?"

**OUTSIDE FAIRY TAIL GUILD**

From across the crowd, Cana was sitting on a wooden crate. A barrel of beer was by her side while she gathered bets from other members in the Guild. This wasn't that popular match and so many few of them were betting; although, betting was still going on.

Macao and Wakaba walked up to the brunette drinker and placed their bets. Wakaba wagered three hundred jewels for Natsu to win in less than five minutes while Macao betted two hundred jewels that Natsu would win in a couple blows.

Jet wagered a hundred jewels that Natsu will win without a single scratch while Droy only betted a hundred jewels on Natsu's win.

Rook and Gray were the only two who betted on Ben. The former one took a loan from Mirajane while the latter one placed the bet against Natsu, due to his hatred for him.

"I don't know if this is such a good idea." Lucy said nervously.

Gray cocked a brow as he looked at her, confused. "What do you mean?"

"I mean, what if Ben and Natsu become enemies after this?" The blonde mage pointed out.

Happy landed on the ground and faced the group, more specifically, Lucy. "So Lucy, who'd you bet on?"

"I didn't bet on anyone! I don't want either of them to lose!" The Celestial mage cried.

"You're no fun." Happy replied.

Master Makarov didn't bet on anyone since it was just a match, and he didn't wants to leave bad impression on his new recruit.

Ben looked in his surroundings and took deep breaths as he brought his right hand upon his Omnitrix. He noticed the curious look on everybody's face as if waiting to watch him use his Omnitrix for the first time and prove his words. He knew that they were betting against him.

He was surprised when Rook also placed a bet and he was certain that it was in his favor. He had been in plenty of battles and serious combat situations before and had almost mastered some of his old favorite aliens; though he couldn't explain it, but it felt like his body had remembered what his mind had forgotten. That would explain his fast reflexes and the way he seemed to react mostly on instinct. He breathed in the cool morning refreshing air.

Standing at some distance away from him was Natsu. He seems to have lost all of his pent up energy because he stood stock still, staring at Ben; although the excitement in his eyes hadn't disappeared for a single moment. Ben knew Natsu was channeling his 'fire' into adrenaline. Ben's eyes narrowed and Natsu grinned. Although Natsu remained still, he could not conceal the small twitch in his right hand and a light fire blazing around his finger. Ben knew he was going to attack the moment the match starts. He had seen that twitch before, it shows when a predator is about to attack its prey. Khyber was also used to the same technique.

Ben activated his Omnitrix and its hourglass faceplate popped up. He was scrolling through his alien lists, debating himself about choosing the best one to begin with. He knew Natsu was a fire magic user; although his fire was different than normal. He was planning to use natural advantage, giving him the elemental power upon his opponent's power. But he changed his mind as soon as his eyes fell on one of his best alien which could handle most of the hard situations. His eyes shined as a grin appeared on his face as he said, "Here goes…" He slammed his right hand upon the Omnitrix faceplate and was enveloped in emerald light.

When the light died down, standing in Ben's place was a muscular humanoid, moth-like alien whose four huge wings and antenna, giving him the appearance of a ghostly phantom. He has a dark blue body with black and white spots on his arms and legs that resemble ice chunks, a light dark blue torso, and large green eyes. He has three pointed fingers and a thumb on each hand, and two toes on each foot and a third toe-like extension on his ankles. He was wearing a belt around his waist and the Omnitrix symbol was located upon it while green Fairy Tail mark was on his left upper arm.

"BIG CHILL" Ben said in an eerie tone.

* * *

**OMNITRIX DATABASE**

Big Chill is a Necrofriggian from the planet Kylmyys. Moth-like in form, folding their wings to resemble hooded robed figures, Necrofriggians can become intangible and freeze an opponent in various ways, one of which utilizes intangibility to freeze anything that they pass through.

While possessing superhuman strength and resistance to extreme temperatures, Necrofriggians are unable to use their intangibility against opponents with the same ability. Necrofriggians have an ability to asexually reproduce once every 80 years: building a large nest made of digested metal, where their eggs will hatch, then their offspring feed from metal and will first eat from the nest, before they instinctively will feed on solar plasma until they mature and go to their home.

* * *

Gasps could be heard from around the area. Everybody was dumbstruck; although, even it would be an understatement to express their true condition. This was the first time Ben had ever transformed before them and morphed into a creature, they had never thought about or seen before.

Master Makarov was now certain that, Ben hadn't lied to them about his existence though it is tough to believe something like that existed. A smile crept on his face thinking that he was not proven wrong about this boy.

"It's a new one." Lucy remarked, still in awe.

"What do you mean it's a new one?" Gray commented

"It's a fourth one." Lucy replied.

"Aye" Happy agreed

"Fourth. Interesting" Master Makarov mumbled under his breath.

Big Chill folded his wings around his body and landed on the ground where he was previously standing in his human form.

"Betting closed!" Cana shouted.

Master Makarov nodded and stepped up in the middle of the field and raised his arm high toward the sky as everybody felt silent. Natsu took a deep breath. Master dropped his arm signaling to start the match as he announced, "Begin"

As Ben expected, Natsu grinned and charged immediately. He lit both of his fists on fire and directly came at Big Chill, who in turn didn't leave his place.

"What is he thinking?" Elfman wondered, seeing Big Chill doing nothing to block Natsu's attack.

"It seems like I am going to win lots of jewels!" Droy cheered.

Everybody watched intently, waiting patiently for the upcoming outcome of Natsu's attack.

Big Chill could have smirked if he could and immediately became intangible, causing Natsu's flame fists to pass through him. It results in extinguishing Natsu's fire and his arms were coated in thin layer of ice.

Everybody's jaw dropped by such an action. One second, it felt like Natsu had successfully managed to land a blow on Big Chill and another second, his attack failed and above all his arms were covered in ice.

"This form is a one of Ben's best one. Its intangibility allows him to dodge any attack while his ice powers give him an advantage above his opponent. He can even freeze things that he passes through." Rook explained. "It is also a great choice to measure your opponent level."

"He has ice power?" Gray muttered disbelievingly.

"And intangibility too?" Loke added.

"Surprise," Big Chill said as he unfolded his wings.

A flabbergasted Natsu backpedaled away, creating some distance between them.

"How…?" Natsu asked, totally surprised.

"Will explain later but first…" Big Chill replied before firing a jet of icy wind at Natsu.

Natsu was caught by surprise and was encased in a chunk of ice. However, it wasn't able to hold him long as crack appears in it. Big Chill noticed this and straight away flew toward his opponent and delivered a powerful punch causing the ice to shatter and Natsu to fly back a good distance.

Although, he didn't seem to be harmed at all as he got up back on his feet. Big Chill noticed that Natsu had quite a tolerance and endurance to endure his powerful blow and is physically unharmed, except for mild bruises here and there.

Master Makarov eyes narrowed. Ben was not using his full ability. He was holding back.

"Can't you fight straight? That's not fair!" Natsu whined again, taking his fighting stance.

"Stop complaining. You should have prepared for anything coming your way." Big Chill shot back as he fired another more powerful gust of freezing vapor directly at Natsu, trying to end this match as soon as possible without harming anyone.

Natsu see this coming and immediately he placed his hands over his mouth in a trumpeter fashion and took a deep breath. His cheeks expanded before releasing a torrent of blazing flames to counter Big Chill's icy blast. "FIRE DRAGON ROAR!"

They were able to counter each other's attack as the park was filled with a huge puff of steam and smoke. Big Chill was carried away a little along with the wave. Natsu sensed something in the distance and smirked as he summoned a stream of fire from his elbow, propelling him forward toward Big Chill as he yelled "FIRE DRAGON FLAME ELBOW" before smacking him in the gut. Big Chill was unprepared for such an attack. He was almost blind in smoke and then, out of nowhere, Natsu punched him hard enough to driven him quite a distance back.

"How was that?" Natsu grinned.

Everybody was stunned by such a display of power and technique from both; although, they managed to keep cheering for them. Rook was also amazed by Natsu's power to counter Big Chill intangibility. Normally one with same ability as Big Chill or one with sound or electric ability can gain advantage upon Big Chill but here Natsu had actually managed to land a deadly blow on Ben in his Necrofriggian form.

"He uses smoke as his advantage." Rook commented.

"That's Natsu for you." Happy chirped for his best friend

"Shut it up you stupid cat" Lucy barked. Lucy was really sweating from the fierce battle taking place.

"Uh…that hurts" Big Chill groaned while rubbing his head, flying again back high in the air. "Better get serious before I get hurt."

"Hey that's not fair…You can't fly!" Natsu cried.

"Why?" Big Chill asked, confused.

"Cause I can't" Natsu whined. Everybody sweat dropped hearing Natsu whine like that.

"Stop your whining and fight like a real man!" Elfman yelled.

Natsu glared daggers at Elfman, but decided to concentrate on the fight. He took a deep breath as his cheek expanded. Big Chill knew what was about to come so he simply flew down straight for Natsu. "FIRE DRAGON ROAR" Natsu yelled as another huge torrent of fire was released from his mouth and engulfed Big Chill. But to his utter surprise, when he stopped his attack, the moth man was nowhere to be found.

Natsu's head swiveled side-to-side as he tried to find his flying opponent. He kept his fists on fire and held them at a ready position for any sneaky attack. Even some of the guild members could not see where the big flying monster had gone. Natsu looked up as if expecting Big Chill to be hovering above him. He was shocked, to say the least, when a hand shot from the ground and grabbed his ankle. Big Chill flew up from the ground and aimed a punch at the stunned Dragon Slayer. Natsu sailed back a couple of feet as the ice covered fist connected with his face as he landed on his ass with a grunt.

"How did you do that?" Natsu asked, rubbing his face. He rolled back on his feet and resumed his fighting stance.

Big Chill smirked. "I just used my ability to paced through objects"

"What?" Natsu asked in confusion.

"Never mind," Big Chill responded raising his arms "I guess it's my turn now."

Natsu knew what was coming next but he was late. The jet of ice beam struck him hard blowing him a good distance away before encasing him a huge chunk of ice from head-to-heel.

The battle was over. It seems that Big Chill had defeated Natsu.

Everybody was surprised to see a newbie defeat a dragon slayer so easily.

"He actually defeated Natsu…" Lucy wondered in awe.

"He is more powerful than he let on." Mirajane commented.

Master remained silent throughout the fight. He was trying to calculate the threat level Ben possessed. It seems like he can easily surpass Natsu if he wanted.

"Natsu was frozen in ice. I never knew he could be defeated like that."

Gray said in total disbelief, though there was a satisfaction in his eyes to see his rival defeated.

Master Makarov was going to announce the winner when Natsu burst through the ice he was encased in surprising everyone. Master Makarov returned back to his place seeing that match is still isn't over.

"Oh…God" Big Chill groaned in annoyance. "What will it take to keep him down?"

"I am not defeated yet!" Natsu roared as his fist was engulfed in flames.

"Aye" Happy chirped happily, seeing his friend still on his feet.

'He is really powerful to break through that ice so easily' Rook thought. "I underestimated his abilities. He is far more powerful to be defeated by a Necrofriggian"

Everybody around Rook looked at him incredulously.

"What is Necro….?" Gray asked confused.

"Necrofriggian… The species of this form is called that." Rook explained simply.

Meanwhile, Natsu had again jumped at Big Chill, with his fist in flame reared back. "FIRE DRAGON IRON FIST!" Natsu yelled; however, his punch passed through Big Chill instead of hitting him as he fell to the ground.

"Why can't you stand at one place?" Natsu groaned in frustration as he got back to his feet.

Big Chill gave him a confused look followed by everybody else.

"I never left my place." Big Chill replied.

"Yeah…I know." Natsu said sheepishly. "Then why don't you stop turning invisible!"

"Intangible," Big Chill corrected.

"Whatever" Natsu shrugged.

Big Chill summons ice around his claw and started firing ice spikes all over Natsu, but he managed to dodge all the spikes without any difficulty.

Natsu rushed toward Big Chill before jumping high in the air and igniting his both arm in fire and slashing his fiery wings toward Big Chill as he yelled "FIRE DRAGON WING ATTACK"

The fire wings would have been really destructible for other standing around them if Big Chill hadn't countered with his own ice beam. Big Chill was really getting annoyed by Natsu's stubbornness to defeat him.

Natsu again jumped at Big Chill with his flame fist reared back but again got the same result. However, it didn't end there as Big Chill flew turned toward Natsu before grabbing him up with his claw and after swirling him a bit and gaining a little momentum, he smacked him in the nearby wall.

Natsu fall down on the ground with his hand on his mouth and his eye ball swirling in his socket as if he is ready to puke any moment. Big Chill eyes narrowed. He immediately remembered the incident back in Hargeon and Mt. Hakobe as a shine appeared in his green eyes.

Natsu wobbled up on his feet, still feeling a little bit dizzy. He was still trying to control himself when he heard Big Chill.

"Hey Natsu…" Big Chill warned in his eerie tone. "I will give you last chance to back off."

"What he is doing?" Jet commented.

"He is acting like he is confident enough to defeat him." Macao said.

"And he sounds scary too." Lucy added, freaking out a little.

"Bring it on!" Natsu retorted. He had overcome his dizziness and was ready again as he flamed his fists.

"Aye" Happy agreed.

"Don't say I didn't warn you" Big Chill replied as he flew straight toward Natsu. The latter one tried to punch former one, but Big Chill simply passed through him before becoming tangible again and grabbing Natsu by his shoulder in his claw, "Let's go for a ride" he flew straight up in the air and started taking rounds all around the park.

"What he is doing?" Lucy asked, surprised.

"Is he taking him on a trip all around the park?" Cana wondered.

"That's right. Ben remembered Natsu's motion sickness…" Happy deduced.

"And now he is using it against him." Gray finished.

"Wow…Ben is not over powering him. He is using his brain." Levy commented.

"Hey Cana…Can I change my bet?" Happy asked

"No…Betting is over" Cana smugly replied.

"Whom you had bet upon…?" Lucy asked.

"Natsu" Happy responded

"And you want to change that to Ben" Lucy jaw dropped and eyes bugging out "How rude of you"

"Hey Natsu…Stop whining and fight!" Happy cried. "I don't want to lose my money"

'It seems like he has both potential and intelligence' Master Makarov deduced.

Meanwhile, Natsu was ready to hurl any moment. He was almost semi-unconscious from his trip with Big Chill.

"Gonna hurl" Natsu groaned.

"Don't even think about it or I will throw you down." Big Chill warned.

Natsu didn't know what was more terrifying. Flying or being thrown down. Finally, after what seemed to be ten minutes, Big Chill returned back to the ground with Natsu, who was currently, throwing up his lunch. Big Chill flew away from him before transforming back to his human self in a flash of green light.

"Geez…" Ben commented, "That's why I warned you before."

Finally, after Natsu had emptied his stomach, he got up on his feet still wobbling dizzily. Master Makarov came forward and announced, "The winner of this match is Ben!"

Everybody then cheered loudly. Ben chuckled good-naturally offering his hand to Natsu. "Better luck next time."

"I want a rematch!" Natsu whined, accepting Ben's hand.

Happy tried to console Natsu. "It's okay Natsu, you'll win next time."

"I know I will! Let's go again, you and me, Ben!" Natsu argued.

Ben's sweat-dropped at the boy's challenge. "Haven't you had enough for one day? I can simply go Big Chill or I have many other options that could take you on another ride."

By that time, the whole guild had encircled them. A few gave Ben pats on the back, congratulating him for the victory. Lucy and Mirajane gave him a light hug, making him blush a little. Cana also came forward with an extra mug in her hand as she offered him one. "Wanna have a drink, Ben?"

"T-Thanks, but no" Ben stammered.

"Oh…You are so cute" Cana commented

Ben face turned a little red from hearing a young beautiful woman calling him cute.

Suddenly, Ben was sent sprawling on the ground after being hit on his back. He turned to see Elfman cheering for him "He is a real man!"

"Thanks," Ben grunted as he got up, "But I'd like to be a man without broken bones, if you don't mind."

"Thanks Ben…You earned me huge money today!" Gray yelled, coming forward to cheer for Ben but he scooted away from him.

"What?" Gray asked.

"Your clothes…!" Ben answered, bringing a huge round of laughter from all around.

"Oh man…Not again" Gray murmured.

"At least we can stay in a hotel for a while." Rook grinned.

"Yeah" Ben admitted.

"That was quite a show of thinking and power, Ben" Master Makarov cheered. "It was fascinating."

Ben grinned. The Master cleared his throat and called for everyone's attention. "Well, now after an exciting match, there's only one thing left to do. Let's return back to Guild and celebrate!"

**FAIRY TAIL GUILD**

Ben and Rook was sitting at one of the table for a little while, when they were later joined by Lucy, Gray, Elfman, Cana, Team Shadow Gear, Happy, and a grumpy Natsu. The guild was in full party mode. Mirajane went from table-to-table, serving everyone their drinks while many other pretty ladies were also doing the same. Numerous voices shouting, laughing, arguing, and joking could be heard throughout the room. The people around the table stared at Ben in amusement and awe.

It was very rare that a newbie defeats any experienced mages of Fairy Tail and it was even rarer that one could transform into other creatures so easily and possessing such abilities.

"So, when we are fighting, Ben?" Gray asked suddenly.

"You too…!" Ben smacked his head in his hand "What with you guys…I don't think fighting amongst yourselves is such a good idea"

"I think so too!" Lucy agreed.

"Thanks" Ben mumbled

"I want to defeat you so that I can prove I am better than flame-brain" Gray replied, pointing toward Natsu.

"What was that?" Natsu asked angrily, hearing Gray insult him.

"You weren't able to defeat Ben but I will." Gray retorted, glaring at Natsu who was returning the favor happily.

"Hey Ben…I want a rematch now" Natsu cried, getting up from the table.

"You already want to fight again" Lucy's sweat dropped followed by Ben "Do you ever learn from your mistakes?"

"I don't have any problem with it. But are you sure?" Ben threatened softly flashing his Omnitrix at which Natsu gulped.

"Ok…I will fight Rook this time." Natsu exclaimed again after thinking about what Lucy said. Rook eyes narrowed.

"Bad idea…!" Ben stated, but Natsu ignored him and engulfing his fist in fire, he immediately jumped at Rook rearing back his right flame fist.

Rook immediately ducked under the incoming blow. In a crouching position, Rook pulled his right fist back and delivered a powerful punch in Natsu's gut followed by his left hand hook in Natsu's face and a swift swept of his left leg in Natsu's abdomen. Natsu doubled over in pain and fall down on the floor semi-unconscious.

Everybody watches in awe and disbelief as Rook managed to defeat Natsu in only three blows. Cheers followed next as Rook took his place back around the table.

"That is what we call manly!" Elfman roared, pumping his fist in the air.

"How were you able to defeat him so easily?" Mirajane asked, intrigued.

"Rook is an expert hand-to-hand combatant as well as expert martial artist." Ben grinned.

Ben and Rook hadn't been there for more than three days and they easily proved their potential. Natsu got up from the floor and took back his place. His head was still swirling after the blows, he endured from Rook. "Today is really not my day" Natsu groaned "I will come back for you both …Later on" He then passed out.

The Fairy Tail Guild hall filled up with laughter as the party continues. Only difference was that, this party was not only meant for Ben anymore, but also for Rook's victory upon Natsu.

* * *

**TWO DAYS LATER: FAIRY TAIL GUILD**

Ben and Rook was standing in front of the Request Board, looking for a suitable job for them to take on. They had already spent their past two days trying to find a nice home for themselves, but to no avail. They haven't even gotten any near to their expectation they were having for their house. Moreover, Natsu, Gray, Happy and Lucy were all out for these past days and it really make it difficult to find a house on his own.

Although, some of the other members offered him help but it wasn't much of a use. Even Cana had offered him her place to stay but although it was tempting, he shouldn't and thus he didn't. He really didn't have much of an idea about where his friends had been except that they were looking for some kind of book whose price had been increased from 200,000 jewels to 2,000,000 jewels.

Currently, Ben couldn't believe his ear due to the heavy silence and discipline maintained in the guild. He had never seen so much calmness here when every guild members were present together in the guild. Normally they would be on each other throat and beating the crap out of other, but today they were just enjoying their drinks and were gossiping politely among themselves. 'May be they were bored of fighting too'

"Mirajane…three more beers over here, please." Wakaba requested.

"Coming" Mirajane replied, returning with a tray having three mugs of alcohol.

"So when are we going on a date, Miss Mirajane?" Wakaba smiled, taking a mug for himself.

"Will you just quit it?" Levy retorted annoyed.

"I wish I could but…" Mirajane said politely as she waved a hand in front of her face as a pink magic circle appeared followed a puff a pink smoke before she transformed into a heavy looking woman with brunette hair, rosy cheeks and red lips "Aren't you were already married?"

"Ow…Don't you ever do that Mirajane!" Wakaba exclaimed, afraid of Mirajane's new appearance as he jumped off his seat bringing a round of laughter from others.

Over by another table, Cana was drinking another mug of beer while seating across from Macao.

"I wish I could drink in peace one day." Cana sighed, taking another sip from her mug.

"You drink way too much" Macao pointed out.

Over by another table again, Natsu has his head down in a really bored mood while sitting with Happy. Happy was feasting on a fish happily while Lucy was standing some distance away from the table watching her friends. She was wearing a red V neck shirt, a white skirt, black boots, and a pink ribbon in her hair today.

"I am gotta find myself a job pretty soon." Natsu proclaimed. He was really bored of being there and doing nothing.

"Aye…We're running out of food money." Happy agreed.

"I wish we would have those two million jewels right now, because now I won't be able to pay my next months rent. I got to find a job as well" Lucy stated sadly.

"And I have to find a new place." Ben added. "So where have you guys been for these past two days?"

"We went to Shirotsume Town to steal a Daybreak book and destroy it." Lucy replied

"And you failed?" Ben guessed.

"No…Natsu denied the reward because we hadn't technically fulfilled that request." Lucy whined, clearly annoyed at Natsu for denying such a huge amount.

"Maybe you should find another job for yourself so that you could earn the jewels to pay your rent?" Rook suggested.

"Yeah…I guess so" Lucy agreed sadly while glaring daggers at Natsu.

After a while, Ben and Rook were sitting along with Natsu and Happy, since they didn't find any suitable job for themselves. Lucy was pondering by the Request Board and was looking at the different jobs they had. Hand to her chin, she eyed each and every request intently.

"Uh…Finding a magic bracelet…Breaking a spell of cursed cane… Reading someone love horoscope…Hunting a volcano demon…There is quite a fascinating amount of job selection for wizards. Mages jobs certainly come in a lot of forms." Lucy commented.

"Just tell me if you are interested in one of them. Master is currently away on a regular meeting." Mirajane said, popping up from behind Lucy with an empty tray.

"A regular meeting…?" Ben asked.

"Well...All the Guild Masters around here get together regularly for a meeting to share their reports. It is not the same as council meeting though." Mirajane replied.

"Can you please elaborate this?" Rook asked, interested. Ben knew if anyone cares for such boring information then it wouldn't be none other than his only partner.

"Reedus…? May I borrow your Light Pen?" Mirajane asked a tall man sporting curly, light orange hair. His outfit consisted of a large, white shirt fitting his chests size, with the sleeves rolled up to his elbows, dark pants, dark, pointed shoes adorned by light crescent moon-like motifs on the inner sides, and a distinctive dark hat, with a large brim, a curved point hanging down on his' left and a light orange band around it, highly reminiscent of those worn by fictional sorcerers.

"Oui" Reedus responded handing a normal-looking, light-colored pen with an arched clip, with its end adorned with a small sphere, to Mirajane. Its most distinctive trait is its glowing nib, which is light.

The Light Pen was a tool that enables the user to write in the air around them. Mirajane started to draw out a graph to explain things to new recruits.

"The top members are the ten members of the Magic Council, who are connected to the government. Their job is to keep order in everything that goes on in the world of magic. So if there is any crime, they are supposed to punish that guilty party and pass judgment. Directly below the council is the organization of guild masters called Guild Master League. They circulate below the council and smooth out connection among guild of that area and keep us all united. It's quite a tough job. Isn't it?" Mirajane explained.

"Wow…I had no idea that all guilds were even inter-connected" Lucy commented a little taken aback.

"It's really important to keep other guilds in a cooperative manner because if you are not careful…" Mirajane stated, but was interrupted by Natsu who lit a fire on his finger tip; a dark and sinister look was on his face.

"Dark forces will come and get you!" Natsu said dramatically, coming up to Lucy.

"Ahhhhh" Lucy shrieked as she hid behind Ben, while Natsu laughed. Ben face heated up due to the sudden contact, but he managed to maintain his composure.

"Scared you… Didn't I?" Natsu kept laughing.

"Quit being such a jerk" Lucy yelled, frightened.

"It's true though. There is a dark force that does exist. The Dark Guild" Mirajane nodded and written something on the chart which showed the words 'Dark Guild'. "They are wizards who don't belong to any of the league since they are constantly involved in crime and illegal activity."

"Really…?" Ben asked surprised, getting another nod from Mirajane.

"Come on Lucy. Pick up a job already for us." Natsu said, interrupting any further conversation; much to Rook's dismay.

"Since when did I agreed to work along with you and your cat?" Lucy retorted.

"Hey…We were supposed to be a team here. You, Ben, Rook, Happy and me" Natsu replied with a smile.

"Wait a minute…When did we agree to work with you?" Ben asked, this time equally confused as Rook.

"You had come to help us at Mt. Hakobe and also helped us against Bora…I thought we were a team." Natsu replied at which Ben's sweat dropped.

"Yeah…Natsu had picked up the job last time and since you didn't accompany us, its Lucy turns to choose" Happy said with a fish in his mouth.

"Forget it…I don't think I ever wanted to be your team member or I was ever really one. You two just needed a blonde girl to deal with that maniac." Lucy frowned.

"Totally untrue." Natsu replied immediately as a big smile appears on his face "I chose you because you were cool, Lucy."

"Who could have blamed them for not being warned to not team up with a sick pervert like him." Gray commented, grabbing other attentions.

"Where your clothes, Gray…?" Cana pointed out, causing the dark haired mage to jump with fright of being in his boxers again.

"Oh crap…Not again" Gray murmured.

"Seriously…?" Ben wondered.

"Shut up" Natsu yelled at Gray.

Gray's black eyes sharpened in anger as he and Natsu lock horns, a menacing aura of fire and ice over the two boys.

"Are you telling me to shut up, fire boy?" Gray retorted.

"Yeah…You talk too much for a guy." Natsu retorted back with a growl of anger.

"That's my business" Gray shot back.

"Now it's mine too" Natsu growled

"Say who?" Gray snapped back.

"They are at it again." Rook commented. He had already adapted to their childish behavior to some extent. Now he doesn't get affected by their bickering at all.

Suddenly, Loke popped out of nowhere and started flirting with Lucy. "Lucy, how about you and I form a team of love? Tonight just the two of us" Loke said, placing his arm around Lucy shoulder.

"What?" Lucy questioned back.

"You truly look dazzling. I needed these glasses to look at you." Loke added smoothly, finger press to the roof of his glasses and smiling. "Otherwise, I would have gone blind"

"Girls really fall for this?" Lucy mumbled, clearly annoyed but maintained a fake smile as Loke's eyes look to the flash of Lucy's Gate Keys.

Shock rush through the young mage's body and his coolness was replaced with fright. "Y-You're a Celestial Mage?"

"Huh?" Lucy questioned again, surprised by Loke's choice of actions. First he was flirting with her, now afraid of her? That was a whiplash of emotions.

"Yep. She even has fish in there." Happy commented, popping from behind Loke.

"You tricked on me" Loke screamed in shock, as if his heart was breaking, tears in his eyes and he ran away like a drama queen shouting, "Sorry, but things aren't going to work out between us"

"What? We even haven't started yet?" Lucy said, confused by such behavior. Ben gulped as he also scooted away from Lucy after how she had frightened Loke without even doing anything.

"What with you now…?" Lucy asked, looking at Ben.

"Nothing" Ben lied as his left eyebrow twitched.

"Why are you afraid of her?" Rook asked Ben.

"Afraid? I am not!" Ben lied again.

"No, she is somehow freaking you away" Rook stated, as his eyes narrowed and hands to his chin.

"No…She is not" Ben retorted, annoyed with his partner behavior.

"Why are you all avoiding me like that?" Lucy whined.

"Don't worry Lucy… Loke has some issues with Celestial wizards. There is a rumor of him being involved with two of them previously." Mirajane explained smiling.

"Yeah, I figured…That take cares…" Before Lucy could continue, Natsu was sent flying into her and caused the two to topple to the ground.

"You alright…!" Mirajane asked concerned.

"Natsu, would you and Gray just knock it off? You almost killed her." Ben shouted, totally pissed off.

"And will you get off of me, Natsu?" Lucy said, straining in pain.

"He asked for it. I wouldn't have done it if he hadn't insulted me." Gray stated, folding his arm upon his naked chest.

"Gray, your clothes…?" Cana reminded him, causing Gray to growl in frustration again.

Natsu rose back to face Gray once more. "You're the one who started insulting me, droopy eyes."

"Oh yeah… You were the one who shouted at me… Right squinty…?" Gray retorted, again locking his horns with Natsu.

"Talking underpantt…!" Natsu retorted growling in anger.

"Dimwit…!" Gray snapped back.

"What are they…? In third grade?" Lucy remarked as Ben's sweat dropped.

"No…Third graders are more mature than these two." Rook replied

Many of the guild looked at the two arguing mages and after hearing Rook, they laughed. Ben also wasn't able to suppress his laughter. Just then, Loke came bursting into the guild, now more panic stricken then before. It was like his reaction to Lucy was merely nothing. "This is bad! Someone is coming guys!"

The whole guild fell silent. Ben hadn't felt the guild get this quiet since Makarov had entered the guild as the size of a giant. But that was because they were all fighting, mostly Natsu, Gray, Loke, Cana and Elfman.

"Why everybody gotten so silent suddenly…?" Ben mumbled

"It's Erza… She's on her way here!" Loke confirmed to the guild.

Everyone was shocked, screamed, and a little startled. Natsu and Gray were also panic stricken too; both lost their anger immediately.

"Erza…? Who is she?" Ben asked

"Is that the same Erza, Natsu mentioned earlier?" Lucy asked.

"Yes, she is definitely considered as the finest and deadly wizard around here in Fairy Tail" Mirajane explained, still accompanying the same pleasant smile on her face.

"That must be her" Levy whispered

"That's Erza footsteps." Wakaba stated.

"I think she is on her way here" Macao mumbled

"What a reaction? I can almost imagine what she looks like" Lucy wondered

"Scary" Rook guessed, getting positive nod from Lucy while Ben was surprised to see other shaking like leaf.

The sound of boots hitting the wood floor was heard as someone entered the building.

Slamming a large object that resembled a big horn to the ground, shaking the guild a little stood a young woman no older than nineteen. She had long, scarlet hair and brown eyes. She had a slender figure and large breasts. She was wearing an armor consists of a metal breastplate, with a high armored collar and plated shoulder guards with each side being composed of four plates. On the breastplate's left side is a yellow cross with the edge pointing downwards, having the shape of a heart and a red Fairy Tail mark behind it. In addition, the armor's waist guard is composed of three plates, each held up by a simple belt. Her Fairy Tail stamp was blue and located on the middle of her left upper arm. She was Erza Scarlet, an S-Class Mage of Fairy Tail who is famous for her usage of Re-quip Magic.

"Whoa…she is pretty." Ben said as his jaw dropped. He wasn't able to understand, why everybody feared her so much. She is really pretty and very beautiful, maybe not as much as Mirajane but still. Ben shook his head to clear these new thoughts originating in his mind.

"Is Master around here, Mirajane?" Erza asked.

"Welcome back…Master is gone at a meeting" Mirajane greeted.

"I see" Erza said calmly as her attention was grabbed by a slim young man of average height with beige hair kept in a bowl undercut, with two large, straight bangs framing and partially covering the sides of his face; he has dark eyes and thin, dark eyebrows. He is Max Alors, another Mage of the Fairy Tail Guild who is in charge of most of the guild's social activities, given his love for talking to people.

"Miss Erza…What do you have with you?" Max asked, pointing behind her.

"The horn of the monster I defeated. The locals decorated it and gave it to me as a souvenir. Do you have a problem with it?" Erza asked giving him a hard glare.

"No… No… No!" Max raised his arm in defense backing away afraid of what she might do.

Ben was surprised by the fear, everybody had against her. Even the horn she was carrying was almost double of her size. Just how big could that monster have been.

"Think she had heard about the Mt' Hakobe incident by now?" Cana whispered.

"Oh great…She will deck me now" Macao murmured afraid.

"She is far from what I had imagined" Lucy mumbled.

"What do you mean?" Ben asked, hearing Lucy.

"I thought she would be some kind of big monster." Lucy admitted slyly.

"Not even close. She's beautiful." Ben confessed as his attention was drawn to Erza.

"Listen up!" Erza announced, causing the guild to snap into focus "I have been hearing lots of rumor when I was away that some wizards from Fairy Tail keep getting into trouble. Master might forgive you for your fault, but I won't tolerate it."

Erza turned to Cana when she was chugging on another barrel of alcohol. "Cana…Stop drinking in such an undignified manner!" Immediately, she stopped drinking and dropped down the barrel.

"Vijeeter…!" Erza added, getting the attention of a slim, young man of average height with long brown hair, which he keeps tied in a ponytail at the back of his head, and has two long, curved shoulder-length bangs. He has dark eyes. He was wearing a dark, close-fitting dancing suit that covers the entirety of his body aside from his head. The suit comes with small, outlined round areas over the shoulders, elbows and knees, linked together by thin, metal-colored stripes.

"Yes?" Vijeeter spoke in fright.

"Take your Dance outside of the guild." Erza told him. With her back still turned, she caught the attention to Wakaba "Wakaba… Quit dropping cigarette butts on the table."

"Nab!" Erza yelled getting the attention of an extremely tall, heavily muscular man. His straight dark hair was styled in a bob cut, with a light-colored band circling it near the top, and two curved bangs emerging from under it, framing the upper part of his face, which has a somewhat rectangular shape. He has prominent thick lips, and a pair of wide, horizontal white stripes, each covering one of his cheeks, somehow reminiscent of tribal war paint. His right shoulder is adorned by a white tattoo consisting of several circles, with a larger one in the center being surrounded by smaller ones, in a shape resembling a stylized sun. He has tribal look to his clothing consisted of a dark, open vest, with its edges decorated by green and red triangles, and a fur loincloth held up by a belt adorned by many rings. His forearms and lower legs were covered in armor plates held up by ropes, and he also carried around a number of small, round skulls on his person, with many of them held together by cords, circling both his neck and waist.

"Stop standing in front of the Request Board and pick up a job already!" Erza exclaimed. "Macao!" She then grabbed Macao's attention.

Macao stiffened guessing for the worst. When Erza didn't say anything, he was frightened more as he begged "Please say something!"

"Seriously? Is he really begging her to say something? Weird!" Ben wondered.

"I will let you slide for now. For all your sakes I won't say another word." Erza sighed.

"I think she already said plenty enough. Is she guild's disciplinarian or something?" Lucy whispered.

"That's Erza for you" Happy chimed in.

"Well, she sure has a sour and bitter tongue but she doesn't seem that threatening. Then why is everyone around scared of her…?" Lucy wondered.

"Threats can never be measured by appearance." Ben replied calmly "I have learned that the hard way."

"Are Natsu and Gray around here?" Erza asked suddenly.

"Aye…Here" Happy stated pointing in the direction of two where they were hugging each other and had their arms warped around each other like best of the buddies.

"Traitor…!" Both murmured in unison, glaring daggers at Happy.

"Hey Erza…Just having a little fun around here" Gray stated nervously.

"Aye" Natsu squealed in agreement.

"Natsu behaving just like Happy" Lucy cried.

"I see. It really nice to see you become best of friends, despite both of your share of differences" Erza commented

"We are not exactly really 'best of friends' too much" Gray tried to say, nervously

"Aye" Natsu again agreed in unison.

"I had never seen Natsu act like this way" Ben wondered "Why they are acting like this?"

"That's because Natsu once challenged Erza for a fight and was beaten to a pulp." Mirajane explained.

"Natsu beaten to a pulp…?" Ben repeated in disbelief; although he himself had defeated him already, but he had only used his weakness against him.

"She did the exact same thing to Gray when she caught him walking around naked." Macao grinned

"And she did same thing to Loke when he tried to flirt with her. He was almost got killed. Got what he deserved." Cana added.

Ben's sweat dropped just by hearing about her. She may look pretty, but she seemed to be a time bomb from the inside.

"Natsu…Gray…I have a favor to ask." Erza said and continued not waiting for reply "Right after I finished my mission, I heard some disturbing news. I know this is some matter for master to decide but I want to settle it quickly as soon as possible. So I decided to deal with it myself. I will also needed assistance on this mission. Are you willing to help me?"

"Huh?" Both said in unison.

The guild was silent again. Erza was asking their help?

"What kind of mission you are talking about Erza?" Mirajane asked politely.

"Dark Guild…!" Erza stated as Ben eyes narrowed.

"Then I would like you to take Ben and Rook too." Mirajane suggested, pointing toward Ben and his partner. Mirajane knew Erza doesn't ask for help if matter is not so serious.

"I am willing to help if this is important as you sound." Ben admitted. He didn't know why, but he was suddenly feeling aching in his stomach.

"I agree too!" Rook agreed after reading the serious expression on both his partner and Erza's face.

"Hmmm" Erza pondered "I wanted only powerful wizard to accompany me…"

"You won't have to worry about that." Ben interrupted her. He didn't know why but he really wanted to go on this mission.

It was the first time; anyone had dared to interrupt Erza when she was speaking. Erza eyes narrowed at the Omnitrix clad hero but he didn't flinched.

"What he is doing?" Cana whispered

"Is he already wanted to be beaten to pulp?" Wakaba commented.

"You all better get ready…We will be leaving early in the morning tomorrow." Erza agreed. She could sense the determination in this young man's eyes.

'So we are a team now?'Gray thought, looking at Natsu.

'Me and him…?'Natsu thought looking back at Gray.

'Erza, Ben, Rook, Natsu and Gray…? I never imagined they would be working together. That could mean…The best and strongest team of Fairy Tail has born. 'Mirajane wondered.

Erza was one of the most powerful S-Class mages in Fairy Tail and the most skilled warrior. Then there is Natsu. As hotheaded he was, he has shown great potential. Gray too has shown tremendous growth. Then there was Ben and Rook, about whom no one knew anything about. Was this really the most powerful team, a guild ever had?

* * *

**NEXT CHAPTER: LULLABY ARC**

**I know you guys would be having many question after reading the chapter. I will just make few things clear.**

**First, Ben only uses Big Chill since Big Chill can also use Natsu motion sickness against him. Ben is 19 and so his Aliens are also upgraded just like Ben's Fourarms when he was 10 and he was 16. I am not making Ben transform in between the fight directly from one alien to another since, I am planning it to introduce it later in the story.**

**Rook defeated Natsu, just in three blows. Just because Natsu underestimated him which he did every time. Don't he? This doesn't mean that I am showing Natsu weaker.**

**Lucy is not going on this trip or I think so until I change my mind. Mirajane normally suggest Lucy but here she suggested Ben and Rook just because I wanted to bring some changes from the canon arc…**

**So guy, don't forget to leave reviews. Constructive ideas are always welcomed. Next update will follow soon. Until then enjoy.**


	4. Lullaby Arc I

**BEN 10 AND FAIRY TAIL CROSSOVER**

**Disclaimer: I do not own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations.**

**This chapter brings half of the Lullaby arc to you guys. Hope you all enjoy it. Lucy has joined team Natsu in this mission since I thought it will be necessary later on when Ben will leave them later on. (Did I give up a spoiler? Never mind.)**

**This is the only arc I am doing which will have great resemblance with the canon arc except Ben and Rook. (Obviously)**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**One more thing, please, don't forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review or PM so that I can edit it later. Until then Enjoy.**

* * *

**CHAPTER-4**

**LULLABY ARC I**

**MAGNOLIA TRAIN STATION**

Currently, Ben and Rook, the latter one covered in a dark cloak, had reached the Magnolia Train Station where they found that Natsu, Gray, Lucy and Happy were already present there. They were waiting for Erza, who should be there by any moment. Of course, the pink haired Dragon Slayer wasn't too happy about being with Gray since they had always been at each other's throats. Natsu had his usual bag on his back while Gray had a bag slinging on his side. The Ice-Make mage was dressed in a white jacket over a blue shirt and black pants while Natsu was dressed in his usual clothes.

"Hey guys" Ben greeted, but was ignored by both Natsu and Gray as they continued with their babbling.

Natsu growled in annoyance. "Why did I have to be stuck with you of all people?"

Gray glared at Natsu. "I can say the same thing to you. If Erza needed assistance, she should have just asked me instead."

"Then go through it by yourself. I didn't want to be with you in the first place!" Natsu snapped back.

"Fine! Stay home and pray because you are really gonna get it from Erza." Gray shot back.

The two mages were arguing as usual and in the process were making a scene of their own as they continued to lock horns at one another. The passerby's had been watching them in amusement as well as were laughing at their antics and childish behavior.

Over by one of the benches, Happy and Lucy, who had tagged along as well were watching this whole ordeal transpiring too. Happy was happily feasting on a fish while Lucy clad in an orange top and a dark blue skirt with a red ribbon in her hair was mumbling something when they heard Ben approaching toward them.

"Hey! How are you guys doing?" Ben greeted as he took a place near them while Rook was in the crowed, watching Natsu and Gray's fight in amusement.

"Fine" Happy replied, continuing to feast on his fish.

"I knew that Natsu and Gray would be fighting all the time. They can never get together." Ben quipped while suppressing his laughter.

"Let just pretend we don't know them" Lucy sighed, waving her hands.

"Aye" Happy agreed.

"Why did you tag along Lucy?" Ben asked. He wasn't sure that Lucy would also be accompanying them on the mission, yet here she is.

"Miss Mirajane told me! She also knew that Natsu and Gray would be fighting all the time if Erza wouldn't be around to watch over them and she told me to tag along so that I can stop them." Lucy replied as she thought about how Mirajane had tagged her along.

"But you are not exactly stopping them?" Ben remarked after knowing the main objective of Lucy's presence.

"I know!" Lucy sighed. "But I am not a teacher to teach discipline to third graders."

"Why don't you stop Natsu, Happy?" Ben asked. "I am sure Gray will also let it go."

"I don't want to get in between them." Happy admitted, afraid.

"I understand" Ben grimaced just by thinking about what would happen by interfere in between them. He still remembers how they had knocked out Elfman when he had tried to interrupt their fight. "So what's with Erza? Didn't we have a train to catch?" Ben asked, trying to talk about some logical stuff.

"She should be here by any time." Happy replied, finishing his fish.

"Sorry…Did I make you wait?" Suddenly, a soft, young woman's voice asked from behind them.

Natsu and Gray stopped glaring at each other and were shocked to hear the source of the voice. Happy and Lucy sighed in relief to hear whose voice it was. Ben turned to greet the voice.

"Hi! Erza…" Ben turned to greet but his jaw dropped as soon as he saw the scarlet haired young woman wasn't alone. She was dragging along with her a large carriage of luggage. "All of that is your luggage?" At least Ben wasn't alone. Lucy and Rook was also stunned to see Erza carrying such a huge load of luggage.

On cue, Natsu and Gray had their arms wrapped around each other and were doing what look like a happy dance while their faces were relieving an odd expression to their activity. "And we are having a great time together?" Gray chimed in.

"Aye" Natsu agreed, smiling.

"Surely you both look like a pair of idiots." Rook commented, still with the same amused expression on his face.

"It's really nice to see you both getting along" Erza responded calmly before turning to Ben "Ben…was it?"

Immediately, Gray and Natsu were back in their former violent form, locking horns as soon as Erza turned around.

"Yeah…I am a new recruit" Ben replied before pointing toward his alien partner "And he is Rook."

"I heard a few things about you, how you helped Natsu defeat some fake Salamander and rescue Macao. It's sounded impressive." Erza said softly "I am grateful, you had offered your assistance on this mission."

"I'll be glad to help." Ben replied nervously. He didn't know that he had become so famous within these few days. It was true he used to brag about his achievements in the past but times changed, and he had become more mature.

"And you are Lucy? I believe I had seen you in the Guild yesterday." Erza asked Lucy.

"Yeah. I am also a new recruit." Lucy said sheepishly. "Actually, Miss Mirajane had suggested I tag along in your mission if that's alright with you."

"I see!" Erza said calmly "The one who defeated a mercenary gorilla with just your one finger? I am fine with it."

Lucy was shocked by this revelation. 'I had defeated a mercenary gorilla with my one finger and I don't even know it.' Ben was also shocked to hear this. As far as he had known, Lucy had defeated someone called as Duke Everlue.

"I hate to interrupt, but we should probably board now." Rook said, bringing everybody out of their thoughts. "Or we will be running late."

"Of course," Erza agreed with Rook. She had seen Rook last day and she was amazed or more proper to be stunned by his appearance as much as she is currently but who she was to judge anybody. Suddenly, Natsu spoke up from behind.

"Hey Erza…I have one condition before I agree to join your team." Natsu stated grinning. Ben noticed the same evil grin on his face. 'I think I know it!'

"Sure tell me what it is?" Erza agreed calmly. She probably knew what was about to come.

"Shut up!" Gray whispered harshly to Natsu. "Do you have a death wish or something?"

Natsu ignored him and continued. "You have to fight me when we get back to Fairy Tail."

"What?" Ben said, surprised about hearing such a condition; although, he had estimated it to an extent. "Do you ever learn from your mistakes?"

"No" Rook replied grinning. "But it is fun to see him get beaten again."

"Hey! Come on man…Are you sure about this?" Gray said, shocked that Natsu would ask to fight now of all times.

"Surely you didn't mean that!" Lucy said, trying to discourage Natsu from fighting Erza. She feared what it would be like if they ever fought.

"This won't be like the last time. This time I am ready for anything and surely you know it." Natsu said confidently, ignoring both Gray and Lucy's protests.

Ben had to admit that Natsu has got lots of gut to call for a rematch to whom, who had beaten him to a pulp. But who is he to say that? He himself was stubborn enough to take on most of the powerful enemy himself before getting his ass whipped and being rescued by Grandpa Max and Gwen.

Erza inspected Natsu's newfound determination. There was a fire in his eyes that was burning brightly with excitement. "Hmmm…I am sure you had grown better from before and I might be not able to match your power but…" Erza conceded. "Fine! I will take you on!"

Natsu pumped his fists. "Great! Now, I'm fired up again!"

Ben sighed as the group boarded the train. After they found a seat, the whistle sounded and the train started to pull out. Natsu sat with Rook and Gray, Happy sitting on the white haired mage's lap. Erza, Lucy and Ben were sitting across from the others. They sat in silence as the train began gaining speed. Natsu's new found determination to beat Erza had changed to him feeling sick on a train again. Natsu was trying to keep his breakfast down. He looked awful. He moaned gradually as the train continued its course.

"I feel sorry for him." Ben commented seeing Natsu's groan.

"Yeah…Poor thing." Erza agreed before calling for Natsu "Come and sit next to me, Natsu."

'What is she thinking?' Ben thought.

"Alright!" Natsu squeaked as Ben and Natsu interchange their places while Lucy took place near the window.

"Now get some sleep." Erza offered kindly patting Natsu on the shoulder.

"Aye" Natsu groaned.

The armored mage then punched Natsu in the gut knocking him out cold as he led down there on Erza's lap, causing Ben, Rook and Lucy to flinch in shock. Happy and Gray pretended like nothing happened as Natsu was out cold. "That should help him to get through the ride." Erza explained to the group seeing their surprised reaction.

Ben and Lucy had a blank stare on their faces from what they had just witnessed. On the other hand, Rook quickly regained his composure as he decided to ignore them. 'Th-This woman might be a little weird after all…' Ben thought

'This lady is really creeping me out. 'Lucy thought as she scooted away a little.

"Erza! Shouldn't you be telling us what this mission is all about?" Gray asked seriously, his arm on the window and hand to his chin.

"I'd also like to know. What you are planning exactly for us to do?" asked Ben interested. This got Rook's immediate attention. He never ignored anything when it comes to work. He always had been more attentive than Ben during any sorts of briefing.

"Of course!" Erza nodded "A dark guild called Eisenwald is setting an evil plan with the help of some mysterious magic called Lullaby."

"Lullaby?" Ben, Gray, Lucy and Happy repeated while Rook was drifted into his own thought. He feels like he had read something like that recently but couldn't able to recollect it.

"What is it?" Ben whispered to Rook after noticing his thoughtful expression.

"I don't know. I had definitely read something of that before but I don't remember anything about it." Rook admitted.

"Don't worry. Keep trying." Ben replied. Now he was also having a strange feeling. Rook never gets so serious if the matter wouldn't be so dense. Lucy was also drifted into her own thoughts.

"Wait! We had heard that from those guys we met before." Lucy reminded suddenly attracting other's attention.

"What?" Ben asked, confused. "You met whom?"

Erza has a stern look on her face. They had heard that name too?

Gray, Lucy and Happy explained to Erza, Ben, and Rook that when they were returning to the guild, they were ambushed by a group of mages who wanted to eat Happy, but they were easily defeated by Natsu and Gray. They tied them up to a tree and one of the captured mages mentioned something about 'Lullaby' after interrogation. But a giant hand of shadow pulls the tree underground along with the wizards who were tied to it. They thought that those mages were members of Eisenwald. Erza and Ben was astonished that they beat those members, even though they didn't know what guild they were in when they fought them.

"You mean those guys claim about being from Eisenwald?" Erza asked, surprised.

"Well they did mention something about Lullaby so we are sure that they were from Eisenwald." Gray replied calmly.

"The odd thing is they seem to be hungry enough to attack… only to eat Happy. They could have bought something else." Rook commented while Ben was also having the same thought. Happy shivered remembering that incident.

"I suspect that they were trying to escape their guild since they didn't agree with the plan related with Lullaby." Erza deduced after hearing Rook.

"Highly possible!" Rook agreed hand to his chin.

"So whatever they're using this Lullaby for must be big." Gray pondered.

"Looks like it." Erza replied "It seem like the dark shadow that snatched them are probably from Eisenwald's main force. They had to move them away to keep their plan from leaking out."

"But what could their plan be?" Ben asked, confused. "It doesn't make anything clear at all."

"We still do not have any clue." Rook added; although, he was still trying to remember about Lullaby.

"There is something I have to share." Erza interrupted "While I was coming from my last mission, I took a quick stop at a bar in Onibus Town where normally mages hang out."

**FLASHBACK**

Erza was sitting in a pub drinking a mug of alcohol when a voice called out, "Hey! We need a refill here."

"You are really starting to get on my nerves." another responded.

Erza turned her gaze to see the commotion behind. She found four mages sitting and talking among themselves. The first one was a tall man with a square-shaped face and dark hair, which is arranged on the front in a flat tuft going upwards. On his face are distinctive whiskers-like things, with each cheek bearing three of them; He dons simple attire consisting of a zipped, brownish jacket with a large collar over a dark shirt, dark pants and simple shoes. He was Byard.

The second was a short, hunched and fat man with strange features: he doesn't seem to have a visible nose, and possesses very large lips, with his face on the whole resembling that of a fish. His hair is green and points upwards in many rounded curved spikes. His attire consists of a crimson jacket with lighter edges and a high collar, held closed right under it but otherwise being left open, over a light shirt, which, being quite short, reveals much of his stomach, and loose, military-spotted pants held up by a simple belt and tucked inside boots. He also has a massive necklace around his neck, consisting of several, very large metal discs connected by a rope. He was Karacka.

The third was a tanned man with a pointed nose and a sharp chin. He has dark lines circling his eyes. He dons in a distinctive jacket, light in the low part and dark in the upper one and on the sleeves, which comes equipped with a tight hood covered in black and light stripes. He resembles an Egyptian pharaoh. He was also wearing a light shirt under this signature jacket of him, simple pants and shoes. He was Rayule.

The last one was a young man of average height and weight with black eyes and black hair which he ties in a short, spiky ponytail. He wears a white shirt with a high collar and an intricate symbol on its back over a plain, dark red undershirt. He also wears a pair of aquamarine pants, black shoes and small black earrings in each ear. He was Kageyama.

"So now we know where Lullaby is hidden, but we still aren't able to open that darn seal." Byard said, frustrated.

"Not so loud! Keep your voice down!" Karacka hushed him.

"Don't worry about it. I can deal with it myself." responded Kageyama as he rose up from his seat. "Just go back to Eisenwald and give them this news."

"You're staying here?" Rayule asked.

"Are you sure, Kageyama?" Karacka asked.

"I am sure. Don't worry. Just tell Erigor I will be back with Lullaby within three days." Kageyama replied confidently.

**PRESENT TIME; BACK IN TRAIN**

After hearing Erza's side of story, Lucy asked "Lullaby…like the songs used to put kids to sleep?"

"Mhm" Erza nodded "And if they couldn't open the seal, then it must be a very important spell to be hidden like that."

"So that's mean those guys must have been from Eisenwald?" Gray commented.

"That's right!" Erza nodded "But back then I didn't know who they were? Why did they mention, Erigor?"

"Who is this Erigor guy?" Ben asked. He didn't have any idea where this conversation was going unless he has his main objective.

"The most powerful wizard that Eisenwald ever had…Erigor is also known as the 'Angel of Death' since he is exclusively accepts assassination related jobs." Erza replied.

"Assassination?" Ben eyes narrowed.

"He kills people." Lucy asked surprised "But what for?"

"Yes, despite we all know that assassination wishes are forbidden by the council but Eisenwald are greedy for money. For that, their guild was expelled from the league six years ago but they continued to commit their dark crimes to this very day." Erza explained.

After Erza's tale, Ben was totally dumbstruck. He knew nothing about this Universe and thus every detail was stunning him a bit. He was sure that this Erigor can't possibly be a good guy if his guild is expelled like that. While Rook had read this in book and so he wasn't affected by conceiving this news. Gray and Happy also knew about this so they also didn't have any problem in hearing end. While Lucy was totally freaked out as she was heavily sweating.

"I thing its time I headed home." Lucy admitted totally freaked out.

"Don't be scared Lucy." Happy said but interrupted by Erza.

Erza slammed her armored fists onto Natsu's head, causing the pink haired Dragon Slayer to yelp in pain.

"I was so foolish!" Erza fumed "If only I had realized it back then I would have tormented and pulverize them until they had confessed what their plot was all about."

"Creepy!" Lucy squeaked.

"That's Erza for you!" Happy chimed in.

"Shut up already, cat!" Lucy retorted, annoyed by the blue cat.

"So, in other words, if Eisenwald does get hold of this so called Lullaby…" Ben began.

"…And since they had set up some evil plot, you want to stop them." Rook finished.

"Right!" Erza nodded "It would be foolish to assume that I have enough power to fight the entire guild on my own."

"That's why you decided to ask for help before heading to Eisenwald." Gray finished.

"Well this is fine by me." Ben admitted as Lucy was freaking out. If Natsu and Gray could beat some of the Eisenwald's member without breaking a sweat then he can easily defeat them.

"Aye" Happy agreed.

"I really wish I stayed home." Lucy squeaked.

"Lucy has wetted herself." Happy chimed as Ben face turned red hearing Happy.

"It's sweat!" Lucy snapped back as she smacked Happy on the head while blushing furiously.

As the train stop at another train station, the group bought something to eat. Happy was feasting on a fish while the others were eating sandwiches except Erza who was eating a slice of strawberry cake.

"So what kind of magic do you use, Miss Erza?" Lucy asked.

"Just call me Erza please." Erza requested calmly.

"Erza's magic is very neat!" Happy chimed in "The enemies' blood splatters everywhere."

"You think that pretty neat?" Lucy sweat dropped while Ben gulped.

Rook was also surprised hearing Happy. "You really need a head checkup!"

"Actually it's a Re-quip magic!" Erza corrected, taking another bite from her cake.

"Re-quip?" Ben repeated confused.

"It is calling weapon from alternate space as desired. Switching between different weapons during battle is called Re-quipping." Happy explained.

"Wow! Amazing" Lucy commented while Ben nodded in agreement. It could be really useful to have such an ability.

"Well what's with your power, Gray?" Ben asked. He knew about Lucy, Natsu and Erza, only Gray was left. "I am sure your power would be cooler."

"Cool is right!" Gray responded, putting his left fist and right palm together as a light bluish white magic circle appeared for a quick second. Mist formed from his hands as he opened his fist to reveal a little crystal alike ice figure of the Fairy Tail mark, it lightly floated from Gray's opened palm as Ben, Rook and Lucy was astonished.

"Wow" Ben said in awe. "It's…"

"Beautiful" Lucy finished equally in awe.

"It's called Ice-Make magic." Gray stated.

"So that's why you and Natsu don't get along. He uses fire magic and you use ice." Lucy said as a bulb lighted in her head "That makes sense, doesn't it?"

"Well, I am not sure on it!" Gray replied flatly.

"So Lucy, if I hadn't heard wrong then you are a Celestial Wizard!" Erza spoke up.

"Yeah" Lucy agreed nervously. She immediately remembered how much Erza knows about her.

"And you use Take-Over magic? Don't you?" Erza asked looking at Ben.

Not again. Ben had tried his best to explain his situation to the guild before. Now he really doesn't want to go through all that again. He gulped. "No"

Erza narrowed her eyes. Ben sighed. "I don't use Take-Over magic. I use this…" Ben said as he lighted up his fist in sparkling blue color.

"What it is called?" Erza asked, impressed as well as interested. She never had seen anything like that.

"Uh…it's life force energy." Ben admitted as he mentally smacked his head for doing so. Now he had to explain again, but to his amazement Erza doesn't asked him the next question.

"Sound like an Ancient Magic!" Erza shrugged before turning toward Rook. "And what type of magic do you use?"

"Sorry Miss…I am not a wizard." Rook admitted. "I just use tools."

"Hmmm" Erza nodded surprised to hear that a non-wizard got to be a member of Fairy Tail.

**ONIBUS TOWN**

Onibus Town was located near Clover Town and Oshibana Town, being on the same railways. Onibus was a town that was best known for its theater. It appeared that the city was often visited by the Mages because it has a bar directed only at clients that use Magic. It does not have its own guilds, so any jobs that need to be done for the town is accepted at the nearest guild, which is Fairy Tail, located in Magnolia Town.

Finally, the group has made it to their destination, Onibus station and disembarks from the train. As they train was getting ready to leave and their luggage in their possession, Gray asked while they were walking, "So you think those guys from Eisenwald are still in town?"

"No idea!" Erza replied "But we do have to find out."

"Sounds more like a wild goose chase to me." Lucy remarked.

"Hey where's Natsu?" Happy asked. Immediately, everybody froze in their place.

"Oh shit!" Ben whispered as they took a run toward train but before they could reach their, it departed along with Natsu in it.

"There he goes again!" Happy quipped, gazing at a departing train. Ben sweat dropped while Gray, Lucy and Rook were speechless.

"I was so absorbed in the conversation that I forgot about him." Erza fumed as she punched her own luggage. "How could I do that? I know very well that he couldn't stand the ride. This is all my fault. Could somebody please smack me on my face?"

"Calm down!" Ben said as he activated his Omnitrix "I'll go get him."

"How could you…" Erza tried to say but was interrupted when Ben slammed his right arm on his Omnitrix and was engulfed in flash of green light. When the light down, standing in his place was a red manta ray-like alien.

"JETRAY" Ben yelled, attracting passerby's attention. Everybody was in awe seeing such a creature before them.

"It's Take-Over magic?" Erza questioned, surprised because Ben had straightaway denied from using any Take-Over magic.

"No, but meet you guys later." Jetray answered before taking off in the sky.

Erza was stunned and was totally in awe to ask or reply anything. Gray, Lucy and Happy was watching Jetray flew away while Rook was just grinning.

"It would be better if we also hurry." Rook said, bringing everybody out of their trance.

"Right!" Everybody said in unison as they took off in the other direction while Erza declared in a low voice "I need an explanation after all this is over!"

**MEANWHILE BACK IN TRAIN**

Natsu was awake and was groaning due to his motion sickness in the empty train. An unknown mage entered the cabin where Natsu was lying. That unknown mage was happened to be no other than Kageyama of the Eisenwald guild.

"Hello!" Kageyama greeted as he noticed the guild stamp on Natsu's arm "Fairy Tail! So you are from a legally recognized guild. Aren't you?"

"Huh?" Natsu responded feeling uneasy. Suddenly, Kageyama smacked Natsu on his face with his black shoe as he spoke up again.

"But being from a legal guild doesn't prove anything. Does it, Fairy boy?" Kageyama added mockingly "Hey…Do you even know what we call you guys? A bunch of little flies!"

Natsu had gotten angry hearing his guild insulted as he engulfed both of his arms in fire while he rose up from his seat, forgetting his sickness for a moment and causing Kageyama to back away.

"Hey, easy…" Kageyama said calmly

"Why you…?" Natsu growled, but his flames were extinguished as his motion sickness returned again.

"Is that all you've got to show off?" Kageyama said laughingly "Watch this!" A dark purple magic circled appeared under Kageyama's feet. "KNUCKLE SHADOW" Kageyama yelled as his shadow took form of fists and smacked Natsu in the gut, sending him sprawling on the floor.

"That's how you show real magic!" Kageyama quipped as his shadow fists disappear in air.

Natsu grunted in pain and turned around to see the shadows disappear. "That magic…!"

Kageyama laughed as the train the two were fighting was screeching to an immediate halt. Natsu slide back a little while Kageyama stumbled forward as an odd instrument fell to the ground. It looks to be a 50 centimeter strange looking wooden flute with a skull on it. The skull had three eyes than the usual two. An oval like cut out in the skull's brow and a root like cut out on the other end. Kageyama grimaced as Natsu saw it.

**BACK AT THE ONIBUS RAILWAY STATION**

Back at the train station, Erza had pulled the emergency break to the train Natsu was stuck on. The conductor had a sweat drop down his head as her fellow comrades were standing in the back.

"Hey lady! You can't just pull down the emergency lever like that." Conductor protested.

"My friend is still on the train so I have to stop it." Erza replied calmly.

"But that's against the procedure." Conductor argued.

"Please move our luggage to a nearest hotel." Erza requested

"Why are you telling me that?" Conductor sweat dropped.

"It seems like everyone from Fairy Tail has some serious cases like this." Lucy wondered

"Aye" Happy chimed it.

"She said everybody." Rook repeated giving more effort on 'everybody' causing Happy's mood to drop off.

"I don't." Gray interrupted suddenly as Rook and Lucy turned around toward him as they froze.

"Where are your clothes?" Lucy yelled as her eyes bugging out, clearly annoyed at which Gray stiffened.

"Oh crap!" Gray grumbled.

**BACK IN THE TRAIN CARRIAGE**

"The train stopped." Natsu whispered as he was watching that strange flute intently. "What is that?"

"You saw it!" Kageyama growled.

"Since you were looking for trouble then I won't disappoint you." Natsu said. He got up on his feet and slammed his fists together, causing a reddish-orange magic circle to appear in front of him. He then came leaping towards Kageyama, with his right fist covered in flames. "FIRE DRAGON IRON FIST"

Kageyama panicky commanded "GUARD SHADOW" as his shadow created a shadow barrier before him. Natsu's flame fist collided with the shadow guard, causing an explosion to occur in the train cabin. When the smokes cleared, Kageyama was in the wreckage of the train. Many of the seats were destroyed and the floor disrupt and broken up. Above where Natsu stood was an opening in the roof.

**MEANWHILE WITH BEN AS JETRAY**

Jetray was trailing behind the train, prepared to fly over the carriages and search for Natsu. Suddenly, the train came to an immediate halt. Jetray wasn't able to move out of the way as he smacked into the train.

BAM

"Ugh…that hurt." Jetray groaned as he got back on his feet rubbing his head. "Lesson…Never follow anything from too close behind."

He again took off in the sky and was hovering around the train, looking for his friend. Suddenly, he had a quick glimpse of Natsu standing before a young man who was on his knee. He immediately directed himself toward that direction when a huge explosion in that cabin driven him away.

"Uh…Not again…Natsu is definitely in that one." Jetray mumbled again getting up on his feet as he again took off toward the wreaked carriage "But who was that other one?"

**BACK IN THE TRAIN CABIN**

"What are you?" Kageyama growled as he tried getting up.

"That was a fly punch" Natsu shot back, flashing his right fist.

"We apologize for the emergency stop that was nothing more than a false alarm. We will be leaving shortly" A woman voice announced over the train's PA system.

Natsu was panic stricken once more, knowing full well the train moving again means he will be sick again. "I'm outta here!"

"Come back here! You are not getting away after hitting a guild member of Eisenwald." Kageyama yelled as he got back up on his feet.

"So what if you are a member of Eisenwald. You cross your limits when you insult my Guild. If you want a piece of me then come outside." Natsu growled as he challenged while grabbing his luggage hurriedly.

Natsu tried to jump out of the train compartment before his sickness took over him when Kageyama yelled "KNUCKLE SHADOW" as another shadow fist hit Natsu in abdomen, sending him again sprawling on the ground before he could jump out.

"You are not going anywhere." Kageyama grinned, arms folded over his chest as the train started moving again. But his smile soon vanished as a red flying creature blasted him to the floor with a green laser attack. Afterward, the red creature landed in front of Natsu.

"Ben?" Natsu groaned, looking at the strange creature before him.

"Yeah…Someday this sickness of yours is really gonna get you killed." Jetray grimaced at Natsu's condition as his attention was drawn back to Kageyama.

"What are you?" Kageyama growled again getting up on his feet. He was totally stunned as he had never seen anything like this creature before. While he was inspecting Jetray, he noticed the green Fairy Tail symbol on his upper left arm. "Another brat from Fairy Tail"

"Sorry…We will finish this another time. Now, we have gotta go!" Jetray replied as he picked up Natsu and flew off from the compartment. Normally, Ben never ran from battle, but now it was necessary to regroup again with Erza and find that Lullaby and Erigor. Natsu was again stricken to his motion sickness as he covered his mouth to prevent from puking.

"Gonna hurl!" Natsu groaned trying fully not to empty his stomach. He then remember the warning he had received from Ben during his flight with him as Big Chill.

"Don't you even think about it?" Jetray retorted as he noticed a four wheel, green-colored automobile being driven by Erza while Gray was hanging for his life on its roof, coming their way. "Here we go!"

Meanwhile, Erza was driving the magic-mobile, a type of vehicle which runs using user's magical energy. Erza was really in a hurry to find his friend as she was driving the vehicle roughly. Gray hanging for his life yelled "Erza! Careful!"

Suddenly, Gray noticed that red manta ray-like creature coming their way along with a pink haired Dragon Slayer in his grip. The latter's condition didn't seem good at all.

"Hey!" Gray pointed out Erza in Jetray's direction "There they are!"

Erza also noticed the same red creature from before as she turned her vehicle in that direction before coming to a screeching stop. Everybody emptied the vehicle as Jetray flew near them and after dropping Natsu; he turned back to his human form in a flash of emerald light.

"Natsu, are you alright?" Erza asked concerned.

"Yeah" Natsu responded weakly. "You shouldn't have left me on the train."

"You are right!" Erza responded kindly taking Natsu into a one arm hug to her chest before banging his head into her armor's chest plate. "But you can rest easy now, Natsu. You are safe."

Ben eyes widened while Lucy mouth was open wide at Erza's action.

"Are you sure?" Natsu replied weakly. "I'm really not gonna ride that stupid train again."

"You say that every time." Lucy mumbled under her breath.

"And not with that stupid jerk who was carrying that strange pipe." Natsu added, feeling better as he was relieved from his motion sickness. "If it wasn't for Ben then I would still be on that damn train."

Erza turned toward Ben as she caught him also in one arm hug followed by his head being banged on her breastplate. "Thanks"

Ben face turned beet red as he felt like nose bleeding any time soon. Erza let him go as he backed away a little. Lucy was again shocked by Erza's way of showing gratitude.

Gray then asked. "What jerk?"

This got everybody attention. "He was the one who had grabbed those four guys who had tried to eat Happy." Natsu tried to explain. "I think he was from Eisenwald or something."

Immediately, Erza slapped him hard on his face and sent his sprawling back on the ground.

"You idiot!" Erza snapped "We were after those Eisenwald guys. How did you let them go?'

"I didn't even know we were after anybody." Natsu protested rubbing his sore cheek vigorously.

"Why weren't you listening back on the train?" Erza retorted angrily fuming wildly.

Ben cocked an eyebrow. "I think it's because you smacked him unconscious." He interrupted before the conversation gets out of hand.

"She really kind of a forgetful" Lucy whispered sweating heavily.

"Yeah" Gray agreed.

"That's Erza for you!" Happy chimed in.

"That means he could still be on the train. Let's go after him." Erza announced, hopping on the vehicle and taking the driver seat.

"What did that pipe looked like?" Rook asked as Natsu looked at him, confused.

"That pipe you mentioned earlier." Rook clarified.

"Well. It wasn't anything special." Natsu replied, hands to his chin as he was pondering "Oh yeah…It had a skull on top with three eyes."

"A three eyed skull?" Rook and Lucy repeated, surprised.

"That doesn't sound good at all." Gray commented.

"Is something wrong guys?" Ben asked, noticing his partner and Lucy facial expression changed.

"A flute? I think I know what it is?" Lucy explained.

"The Lullaby…It creates a powerful song, 'A song of Death'" Rook finished with a serious expression.

"What?" Erza asked, surprised

"'A Song of Death'… like a curse." Gray deduced.

"Actually, I only had read about it in books." Rook added "Not much! Only it is a death curse, one of the forbidden forms of magic here."

"A death curse is a form of Black Magic that slowly sucks the life out of a person." Erza deduced.

"Then 'The Lullaby' is even worse than that." Ben finished as he noticed Lucy was entangled in some kind of deep thought.

"What is it Lucy?" Ben asked. "You know something else about it. Don't you?"

"Yeah…Long time ago this flute was nothing more than an instrument used for death curses. But the powerful Black Wizard, Zeref, transformed it into a demonic flute. It became an ultimate mass murdering weapon, a sure death to anyone who hear its song. The Lullaby" Lucy added seriously. "I remembered it now!"

"Who is this Zeref now?" Ben asked again confused.

"Zeref is considered to be the strongest, most evil and darkest Mage of all time, who possessed an extremely dangerous and powerful Black Magic." Erza explained.

Ben deadpanned. Rook and Lucy were also stunned to say anything. If Zeref is any near to what Erza said then it will be really hard and impossible to defeat him if they ever encountered him.

"And we don't know what Erigor is trying to achieve with Lullaby?" Ben eyes narrowed.

"That's why we need to hurry." Erza said as everybody hopped on in the vehicle while Gray got on its roof. Immediately, Erza took off in the direction train had gone through rough terrain.

"Would you slow down Erza?" Gray yelled while hanging for his dear life "You are wasting too much of your energy running this vehicle."

"We can't waste any more time." Erza retorted seriously "This is really bad. If Erigor gets his hand on Lullaby then we don't know what he will do."

**KUNUGI STATION**

The small station of Kunugi was filled with Magic Council's soldiers. They were clad in a garish uniform, highly reminiscent of those worn by real priests: they don a long, high-collared, sleeveless dark robe over a light shirt with wide sleeves ending below the elbows, where they are circled by thin bands; the robe is covered on the front by a light cloth, bearing the dark, ankh-like symbol of the Council, held still by a light belt circling the waist. Around the soldiers' neck is a long, light cape bearing the Council's insignia on the back, held closed below the neck by a rhomboidal clasp adorned by a gem, and on their head sits a light headgear, with a decorated lower part, reminiscent of a mitre, but with three tops, a central one and two more at its sides. They also wear simple boots with the front parts covered in vertical stripes. Each soldier was equipped with a long metal staff, ending in a sphere, seemingly a globe made of crystal, topped by a small cross. They were the Rune Knights.

The military had arrived to see what was going on at the small train station. The group of residents was speaking to several rune knights about the situation that transpires there.

From above the train station, the Fairy Tail group could see and hear what was going one from cliff. Lucy and Happy had their heads out the window were looking down along with Erza who was also looking down as well. Ben and Rook were also standing by the side of cliff witnessing the event take place. Natsu was still feeling sick and thus was sitting inside the vehicle while Gray again stripped down to his under shorts was also accompanying Natsu.

"I was expecting them to highjack a carriage or boat, but taking over a train?" Lucy wondered.

"Aye! It wouldn't be very helpful since they can only follow the tracks." Happy chimed in.

"It's still a lot faster though." Erza reminded seriously.

"That can only mean that those guys from Eisenwald must really be in a hurry to hijack a train." Gray commented.

"You're naked again!" Lucy yelled, seeing Gray again in his boxers.

"Oh…Am I?" Gray responded calmly as if it didn't mattered. Lucy groaned in frustration as she again turned around.

"It would be better if we follow them." Rook suggested.

"They may be fast but they can't change their route." Ben added as a grin appeared on his face. "We need to take a shorter route to the next station."

"Well! Since the army is here now, it shouldn't take too long before they catch them." Lucy assured them.

"What do you think Erza?" Ben asked, hopping back inside the vehicle.

"If they catch them." Erza replied calmly before driving off.

**OSHIBANA TOWN**

Oshibana was a small, friendly town. It seemed that the main point of the city is the railway station, which constitutes its central point. Oshibana Town was located in the southeastern part of Fiore. A railway connects it with a series of other towns such as Clover and Magnolia Town.

Erza was driving through town as fast as she could while others remained inside the carriage along with the sickened Natsu, except Gray who was on the roof and continuously calling out for Erza.

"Erza! You are going too fast. Can't you see that you are overloading the plug? It will blow up if you don't slow down."

"If they start playing Lullaby then a lot of people will lose their life." Erza shouted back through the wind "And if they played it here then all these people will be doomed for sure."

"Even if we reached the station and you spend up all your powers, then what are you going to do?" Gray asked back through the wind.

"Then I will use a stick if I had too and besides you all going to help me fight them." Erza replied seriously as Gray only grunted in response

While inside the magic mobile, Natsu was lying on the floor being sick and looking even paler while Happy was trying to recollect something in her memory.

"I think there is something I should have told you, Lucy." Happy said calmly with a finger on his chin.

"Is it important?" Lucy asked.

"Uh" Happy responded.

"Well?" Lucy asked; interested what it could be.

"I forgot what it was? I think it was something that has to do with you." Happy admitted

"I am going to be sick!" Natsu groaned from the floor.

"You are already sick." Rook stated.

Suddenly, Natsu leaned out the vehicle as Ben grabbed his midsection to pull him back in. "Wait Natsu! You're gonna fall out!" Lucy mouth widened, seeing Natsu trying to escape the magic-mobile like that.

"Let me out of here!" Natsu screamed weakly.

"You…ar-are not…going any w-where" Ben stuttered while trying his best to get Natsu in. "I can use a little help here!" Rook got up from his seat and help Ben getting back Natsu inside the car.

"It was not about what Natsu said, but it was something to do with you." Happy stated more to himself "Think. Think. Think."

"Will you just keep your mouth shut?" Lucy barked at Happy's antics.

Back outside, Erza could see smoke from a distance coming from somewhere. "What's going on there?"

**OSHIBANA STATION**

At Oshibana Train Station, a big crowd was gathered outside as smoke was coming from the station. No one had any idea why they couldn't go on in the station and why there was smoke coming from it.

"Attention everybody! There is a train derailment so we can't let you enter the station." A conductor on the megaphone announced.

"A train got derailed?" said one.

"Are you serious?" responded another one.

"I heard some criminals are trapped inside the station." Answered third one

"Please just return back home." Conductor requested again on the megaphone. Suddenly, Erza came up from behind the conductor and tap him on the shoulder to get his attention. She demanded "What's the situation in there?"

"Just who the heck are you?" Conductor retorted not liking the attitude of that young armored woman. Erza head butted him as she moved toward the other conductor. "Just tell me what's going on?"

But the conductor didn't have time to respond as she then head-butts the second conductor as well. She yelled "You going to answer me or not!" Ben, Lucy and Rook were watching Erza in amusement while Gray and Happy was just standing there. Natsu was hanging on Rook's shoulder.

"It seems she is not used to people who don't give her a straight answer." Ben wondered.

"Erza doesn't really like to be ignored." Gray explained again striped down to his shorts.

"Huh? Please get dressed." Lucy replied, shocked.

"Oh crap!" Gray muttered as soon as he noticed his situation.

"Seriously? I sometimes feel like you are doing it intentionally." Ben responded.

"Aye" Happy chimed in.

"They must be in there." Erza yelled. "Let's go!"

"Right!" Ben and Gray said in unison.

"Wait! Am I supposed to drag him along?" Rook asked; much to Ben amusement.

Later, the strongest group of Fairy Tail was running through the corridor, looking for the ones whom they had come for.

"They had already got control over this area. They must be in the boarding area. They probably were locked into combat with the Rune Knights." Erza explained as she kept running, followed by others.

Ben's eyes turned blue. "This way!"

"How could you be sure of that?" Gray asked, surprised.

"I can sense their life energy!" Ben replied.

As they were getting closer, they found bodies of the Rune Knights defeated and unconscious. They seem to be beaten quite easily by the looks on them. Lucy gasped when she saw all of them.

"They were already wiped out!" Ben commented.

"They were up against evil wizards and all of them use Black Magic. They never really stood a chance against them." Erza realized as they kept running forward.

"We are close!" Ben warned as his eyes color turned back to normal.

"Creepy!" Happy whispered.

They all ended up in a big boarding area where quite a good number of Eisenwald's members were present; including Kageyama, Byard, Rayule, and Karacka.

"I knew you would be here you Fairy Tail flies." A voice spoke out. He was an extremely tall, lean-built and yet mildly muscular man with silver hair, which is held pointing upwards in spiky strands on top of his head, but hangs down to the left of his face in a distinctive tuft and reaching down to his shoulders. His eyes are dark and he has an elongated face with sharp features and somewhat pointed ears, but seems to lack eyebrows. His eyes are circled by dark lines and each of them has a simple tattoo right below it, consisting of a pointed line going down vertically, crossed with two more, larger horizontal lines. The upper part of his body is similarly tattooed, but with much larger, intricate and blue-colored motifs, which take on spiraling forms, and adorn his shoulders, biceps, pectorals and back. He wields a giant scythe, resting upon his right shoulder. The weapon has a very large, jagged blade, with a light-colored cutting edge and the rest of it being dark, which is mounted on a gnarled staff, curving lightly before the blade itself. Opposite to the blade, on top of the staff, is a decorative skull, seemingly an animal one. He was Erigor, the strongest member of the Eisenwald Guild and also known as 'Angel of Death' due to accepting only assassination jobs. They all laughed and chucked seeing the small group of only six members of Fairy Tail and a cat before them.

"There are so many of them!" Lucy gasped, looking at whole Eisenwald guild before her.

"You fiend! So you are Erigor!" Erza fumed looking up at the man from before while he only laughed.

Rook placed Natsu on the ground as Lucy started shaking him. "Natsu…Wake up! Do something!"

"Lucy! He is still suffering from the motion sickness after riding that magic mobile." Happy calmly stated.

"That little maggot! He was the reason why I almost got punished by Master Erigor!" Kageyama stated as soon as his eyes fell on down Natsu. Natsu opened his eyes as soon as he heard Kageyama "I know that voice."

"We know you have that Lullaby. Just what do you intend to do that with the flute!" Gray asked seriously.

"Haven't you all guessed yet? Why am I here in the station?" Erigor chuckled as he flew up in the air.

"He can fly!" Lucy gasped.

"He has Wind Magic!" Gray deduced unaffected by Erigor.

Erigor then perch himself on the speaker pole as Erza realize what the wind mage was going to do. "You are planning to broadcast the Lullaby!"

"I wondered how many of the unsuspecting people were standing outside the station right now!" Erigor laughed "If I increased the volume, it will echo throughout the city. Wouldn't that be exciting?"

"You wouldn't dare do that!" Ben threatened as his eyes narrowed.

'Why was he waiting until now? Only killing innocents cannot be his only intention with that deadly flute.' Rook pondered.

"How could you think of harming so many innocent people you filthy scum?" Erza said angrily with gritted teeth.

Erigor laughed as he replied with his eyes on the group before him "We are simply cleaning up those fools who live their lives enjoying their rights, not knowing that there are people who have been revoked of their rights. Living a life oblivious to the unfairness of this world is a sin. Thus, the Shinigami has come to punish them. I am here to collect their souls as 'Angel of Death'"

"Not on my watch!" Ben shot back.

"You haven't earned the right to punish people." Lucy retorted.

"That was the reason why your guild was expelled from the league in the first place." Rook added.

"We don't need your approval in order to gain our ambition. We always used force and through force we can easily clean the past and rule the future." Erigor growled while a grin appeared on Rook's face.

"Same old thought! Do you all the bad guys go to the same school?" Ben chuckled, making Erigor angrier.

"You have gone completely mad." Lucy stated, hands to her hip.

"Too bad you won't be around by then." Kageyama interrupted "What a pity, for you little flies... to die without getting a glimpse of the Dark Age!" He crouched down and placed his hand on the ground as a blackish-purple magic circle appeared.

"KNUCKLE SHADOW!" Kageyama yelled as a fist of shadow originated from it and aimed Lucy but it never reached her as a flame fist smashed through it.

"You again!" Kageyama sneered as he looked at the source of flame fist.

"I can recognize your voice anywhere." The pink haired Dragon Slayer replied while a serious expression was plastered on his face.

"Natsu! You're just in time" Lucy happily chirped.

"Well, well, just look at all these scumbags here!" Natsu growled as Eisenwald members laughed.

"And we get to deal with every single one of them." Ben stated, grinning.

"Then this is going to be a lot of fun." Natsu said, slamming his fists together.

Erigor chuckled in his thoughts. His eyes were still on Ben, Natsu, Rook, Erza, Gray, Happy and Lucy while smiling manically. 'You are trapped Fairy Tail wizards. Everything is going exactly as I planned. I still have a few people to see this flute. I am going to make them pay for what they had done.'

Rook immediately took noticed of Erigor behavior. "What is your true intention, Erigor?" Rook asked grabbing everybody's attention present in the room.

"What did you mean, Rook?" Ben asked, confused as Erigor eyes narrowed in anger.

"Only killing these innocent people will not get you you're so desired future. What do you truly intend to do with Lullaby? Surely you will not be restricted to this town after you are finished with it!"

"Interesting! Really Interesting!" Erigor chuckled. "You are really smart to be from Fairy Tail! But it won't make any effect on what I have planned."

"Then why don't you spit up your plan?" Ben threatened as he summoned two sparkling blue balls of mana before throwing them at Erigor; although, he managed to dodge the attack.

"Fascinating ability!" Erigor chuckled.

"You are facing the most powerful team of Fairy Tail so you better brace yourself." Lucy warned.

"Alright! Give it to them. Show them how mighty we Black Wizards really are." Erigor ordered his men before vanishing in thin air.

"He disappeared!" Lucy and Happy gasped.

"Natsu…Gray…You better go after him." Erza stated to the duo standing behind her.

"Huh?" Both said in unison, equally confused.

"As long as you help each other out, you can deal with anything. Even an 'Angel of Death' like Erigor." Ben said but his words didn't produce any effect on them as they continued to glare at each other.

Erza spun around with anger in her eyes as she yelled. "Did you hear what I said?"

"Ahhhhh" Both cried in unison before running away in search of Erigor yelling "Alright! We are leaving!"

"Take care of them and leave those two to me! URUMI" Rayule yelled as black flat cables extends from his finger as he climbed on the other floor "Those guys will have to know the wrath of Rayule."

"And I swear to make that brat pay for what he did to me. SHADOW FORM!" Kageyama growled as his body transformed into shadow and vanished from there leaving the Omnitrix bearer, Rook, Erza, Lucy and Happy in its wake.

"We have to chase after them as soon as we're done here!" Erza exclaimed.

"Only we four against an entire guild?" Lucy said, freaking out.

"So, what do we do with these Fairies?" Byard sneered, rubbing his hand "How about we pluck their wings for starters."

"Being so cute has its disadvantages too…" Lucy stated in a shy like voice, hand to her cheek, left arm to her stomach and under her chest, and a faint blush on her face.

"Let see!" Erza said calmly as her left armored hand raised in front of herself as a reddish-purple magic circle appeared and it faded to show a sword in her grip.

"A sword appeared?" Lucy questioned as Erza caught the silver blade with her hand, "A magic sword!"

Rook immediately grabbed his proto-tool before modifying it into a sword with a glowing green blade and took his fighting stances ready for anything coming. "I am ready!"

Ben grinned as he activated his Omnitrix before slamming his arm upon its faceplate and, in a flash of emerald light, stood his Pyronite form.

"HEATBLAST" Ben yelled, igniting his fists with fire.

Everybody was stunned to see a human transform into some kind of fire monster. Even Erza was surprised to see this new form while Lucy and Happy chirped in excitement as they had already witnessed his power. Happy suddenly remembered how the members of this guild had tried to hunt him down and eat him.

"Yeah Ben! Fried them up and then I'll eat them!" Happy sneered with a sinister look on his face.

Everybody's sweat dropped hearing Happy says that. Even Heatblast's lower jaw was dropped and he was drooling fire from his mouth.

"Creepy" Lucy remarked clearly freaked out by Happy.

"Are you that Salamander from Fairy Tail?" asked one of the Black Mages bringing everybody out of their reverie.

"No, but I am still too hot to handle." Heatblast quipped, increasing the flames around his body.

"If I hear one more insult coming from you all then you will all answer to my sword." Erza warned to the Eisenwald guild members, raising her sword.

"Who cares about your sword when we all have got our own?" roared another Black Wizard as they all jumped on the group with their weapon ready to strike.

Without even batting an eye, Heatblast, Erza and Rook acted and smashed through the incoming groups. Heatblast leaped into air while charging his fire as he melted their swords while Erza and Rook shattered down their swords into tiny pieces with their impressive skills, causing all of them to fly back defenseless.

Heatblast fired barrage of fireballs, hitting the guild members severely burning them followed by a few flames punches. Erza leaped into middle of another groups of member and performed a horizontal swing that sent them in the air while Rook performed a midair spin kick followed by a few laser attack, courtesy to his acrobatic art and Proto-Tool, sending some of the others members sprawling back on the ground.

"Let see if you can deal with this!" a member roared as a purple magic circle appeared followed by a light beam attack heading towards Erza, but Heatblast got in the way with a huge fireball in his hand.

"How about this!" He countered the light beam with his fireball. Erza leaped high from behind him as her sword changed into a spear.

"It turned into a spear." Lucy gasped.

One by one, members of Eisenwald were sent flying around with each swing of the spear while Rook using his Proto-tool sword to deal with another bunch of members of Eisenwald.

Immediately, Erza's spear changed into dual swords as she horizontally slashed at her opponents.

"They are fast!" Karacka said, a little afraid.

"Yeah! They are." Byard agreed, equally freaked out.

Meanwhile, Heatblast dealt with another group of wizards. He didn't want to kill anyone unintentionally so he really had to control his power but it was making things harder for him as they kept coming back.

"Maybe it's time I also kick some butt!" Lucy said excitedly while watching her friends fighting like that as she reached her keys. She called "Open, Gate of the Giant Crab: CANCER!"

Immediately emerging from the light blue magic circle and golden light was Cancer, "The Giant Crab" one of the 12 Golden Zodiac Keys. He was dressed in a way reminiscent of a hair dresser; His hair is black and braided in red cornrows that end in a shape that resembles crab's pincers. He has thick lips. He was wearing a blue striped shirt and dark trousers with two aquamarine stripes each side, also wearing boots in his feet. In his pants there's a ring chain in the right pocket and a hairdresser tools' bag in the left side of his belt. He wears a golden necklace and he was also wearing sunglasses with green lens. He also has six crab legs that appear from his back. He was equipped with two large pairs of scissors, with crab-claw design handles.

"Crab!" Heatblast gasped.

"Is there anything I can do, Shrimp?" Cancer asked, seeing the group of Eisenwald members before them.

"Will you handle these guys for me?" Lucy smiled with an evil grin.

"Come here you strange looking barber." roared a member as a group at them with swords and weapons in their hands.

"Shrimp!" Cancer simply said as leaped at the incoming group and cuts pass them with his scissors in fast speed. One by one, their weapons were cut into halves followed by their hairs, showing bald spots all around their head.

"That's my special hair cut! Shrimp." Cancer stated as soon as he was finished while Eisenwald's members were freaked out and was crying due to loss of their so called handsome looking hair. Afterward, Heatblast discharged flame gust sending them all flying back.

"Not bad Lucy!" Erza congratulated.

"It was nothing really!" Lucy said sheepishly as she whispered "Great! I just made a great impression."

"So that was what you were after?" Happy muttered.

"But Listen." Erza interrupted "I can't wonder why he ends his sentence with 'Shrimp'. It's bugging me. Better make it swipe or something."

"Is she really suggesting it in middle of all these?" Heatblast sighed, punching another member in face.

Lucy had a panic expression on her face as she admitted "I never thought of it that way!" while Cancer was equally freaked out as he said "Now Swipe…Never Shrimp!"

"Curse this!" Erza said angrily as she swiped another group of wizards, "There are still a lot of them around."

"Yeah! We need to hurry!" The Pyronite agreed blasting away two more member of Eisenwald while propelling himself in the air.

"They were just too many!" Rook said while struggling with another group of mages.

"I guess it's time to finish them all!" Erza yelled as a red magic circle appeared under her feet as her entire body was engulfed in bright light. When the light died down, Erza's previous armor was replaced by a new one. This armor is seemingly made of silver metal. The upper part of this armor only consists of a small breastplate that is composed of feather-shaped plates pointing upwards with a large metal flower on the front which extends along her hips. Her biceps are covered by metal straps and her very large plated gauntlets sport feather-shaped plates at the edges. Her waist is circled by large, decorated plates reminiscent of feathers that lie on a long skirt. She wears a pair of plated boots which is partially hidden under her skirt, each sporting metal ornaments shaped like wings. Erza also wears a neck guard made of feather-like plates and a tiara with prominent metal wings. The armor also sports two pairs of large metal wings which adorn Erza's back, composed of metal feathers which get longer and larger at the edges. She was equipped with a pair of simple swords with blue embellishments along the blade that feature feather-shaped hand guards. It was Heaven's Wheel Armor.

All the Eisenwald members had hearts in their eyes, steam coming from their nostrils and random clapping could be heard. Heatblast own fire eyes were widened in surprise. He would have been beet red due to embarrassment if he wouldn't have been in his Pyronite form. However, his flames were burning hotter.

"All Magic Knights fight while re-quipping weapons. But since Erza has already mastered in re-quipping various weapons, she can also re-quip various magic armors that increases her abilities! That's Erza's magic! It's called…The True Mighty Magic Knight!" Happy explained.

"Wow" Lucy gasped in awe as a faint blush appeared on her face followed by other members of Eisenwald.

"Dance my swords!" Erza flew up at the Pyronite level as she summoned dozens of swords and made them circle around her at a rapid speed. Heatblast took the hint as he himself summoned a huge fire ball over his head, which kept getting bigger with every second.

Gasped filled around in the Eisenwald's group as they prepared themselves for the attack. Erza commanded "CIRCLE SWORD" as she sends all the swords towards her opponents in a disc form while Heatblast yelled "Let see what it can do!" as he threw his huge fire ball down in the group, causing him to propel higher.

Upon impact with the Eisenwald mages, the swords separated and diverted in different direction causing greater damages while the fire ball blasted all the mages away, severely burned and charred.

"Alright! It's burns." Heatblast smirked.

"Amazing! They managed to whip them all in a single blow!" Lucy said astonished by such a powerful display of combined power.

"Aye" Happy chimed in.

"I am going to teach you a lesson!" Byard roared angrily as he charged at Erza with his fists glowing in light.

"It is her! She is one of Fairy Tail's most powerful wizards!" Karacka stated in awe trying to warn Byard but it was too late. However, Byard never reached to Erza as Rook got in the way and smacked him in the gut followed by a roundhouse kick, knocking him out cold.

"I think it is over!" Rook commented.

"She is the Fairy Queen! Titania Erza!" Karacka finished, afraid of what might happen to him.

Erza's armor changed back to her Heart Kreuz armor in a flash of light. Heatblast transformed back to human form in a flash of green light while Cancer vanished in thin air.

"That takes cares so, what we will do with you now?" Ben said rubbing his palm while glaring at Karacka, but his eyes widened as his jaw dropped when Karacka ran away in the opposite direction yelling. "I am not going to mess with them! I am outta here!"

"Ok, didn't see that coming?" Ben quipped, suppressing his laughter.

"He is probably heading to where Erigor is?" Erza sighed as she looked at Lucy "Go after him!"

"Why me?" Lucy gasped terrified.

"You complaining?" Erza said in angry tone.

"No! I am going!" Lucy squeaked as she run out of the room after Karacka followed by terrified Happy.

"I am also going after him." Rook stated as he also took off after Lucy.

Erza sighed; although, it didn't gone unnoticed.

"What's wrong?" Ben asked. "You don't seem well."

"Looks like that magic-mobile really drain my energy." The scarlet haired mage explained as she fell down on her knee, panting slightly. Immediately, Ben was on her side helping her get to her feet.

"Hopefully Natsu and Gray will find Erigor on time." Ben said as his eyes glowed blue. "I can still sense Erigor in the station."

**MEANWHILE WITH NATSU AND GRAY**

The two mages were running through the long corridor of the station, still on their pursuit for Erigor.

"Help each other? My butt!" Gray repeated angrily. "You got to be kidding me!"

"As if fire and ice can work together," Natsu agreed. "They're nuts!"

Gray stated. "The problem is Erza. She is so selfish-minded."

"She just wants us to do anything with no questions asked." Natsu admitted.

The two stop running and face one another and exclaimed in unison, "Let make it clear that I will deal with Erigor all by myself." and got into each other's space once more locking horn while adding "Quit doing that! Will yah?"

The two boys turned back to the corridor, which was spilt two different path way; one on the left and one on the right.

"So, which way?" Gray asked.

"Maybe it will be better if we just split up." Natsu suggested.

Natsu and Gray face either pathway, their backs facing one another and looking serious, their hands balled in fists. Probably only one of them will face Erigor; although, they had been asked to work together and help each other out but fire and ice can never work together. Can they? As stubborn they were, fighting and arguing, it was how they did things.

"Natsu!" Gray said calmly as he turned his head toward Natsu with a smile on his face "We are up against a dark wizard who is going to kill a lot of people. So let's give him some thrashing. Shall we?"

"Yeah! We were going to make him pay. Alright!" Natsu responded as he also turned his head toward Gray with a smile. "He will be sorry that he messed with members of Fairy Tail. I will burn him to crisp."

The two boys chuckled as they were smiling. The two boys suddenly turned their faces, arms crossed and facing their path with a scoffed. Gray softly muttered to the pink haired dragon slayer. "Don't die!"

"What?" Natsu questioned as if he had heard Gray say something.

"Nothing! Get moving." Gray replied as he took off in that direction. Natsu took the cue as he also took off in the opposite path as he also muttered "Be safe!"

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**NEXT CHAPTER: LULLABY ARC II**

**Next chapter will bring full of the Lullaby Arc. I was also thinking about giving Ben a title too in the future. If you guys have any suggestion, feel free to let me know.**

**Thanks to Ultimate10 for helping with this chapter.**

**So guy, don't forget to leave reviews. Constructive ideas are always welcomed and less flames. Next update will follow soon. Until then enjoy.**


	5. Lullaby Arc II

**BEN 10 AND FAIRY TAIL CROSSOVER**

**Disclaimer: I do not own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations.**

**Here is final part of Lullaby arc, brought to you by Zero0000Zero. I really appreciate all the readers who had reviewed and favorite this story. Not forgetting to mention all those followers too.**

**First Ultimate Alien will be introduced here for the first time in this story.**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**One more thing, please, don't forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review or PM so that I can edit it later. Until then Enjoy.**

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**CHAPTER-5**

**LULLABY ARC II**

Gray was running through the empty corridor, panting heavily as he came across a speaker hanging from the ceiling. He stopped and observed it, thinking about what Erigor was planning to do.

"Wait a minute!" Gray muttered to himself "If Erigor is planning to broadcast the Lullaby then he should be in the studio."

Gray come up to the door which read 'STUDIO' as he kicked open the door hoping to find Erigor with Lullaby in the room. But what he discovered was a silent, empty, bare, dark room with many instruments spreads around.

"He's not here!" Gray noticed as his eyes narrowed. "So why isn't he here if he is planning to play that Lullaby?"

Gray strolled further into the dark room eyeing everything with suspicion. 'Why is he not here? Did Natsu beat me to it? Does he really plan to use Lullaby here? It feels strange. No one was guarding the room. Erigor is nowhere to be found. What exactly does he intends to do with Lullaby?'

"Does that mean that Rook was right? Broadcasting Lullaby wasn't their goal." Gray stated as he suddenly heard a spell from above him "URUMI". Immediately Gray crouched low and leaped up from the place he was standing. He turned back to see some blackish-purple like cables had disrupt the floor where he was standing before.

"What the…?" Gray whispered as he noticed the Egyptian pharaoh looking mage was hanging on the ceiling by black whip like threads extending from his fingers of one hand while on his other hand's fingers, the threads seems to be moving on their own, an evil smile on his face.

"I was expecting someone to show up in here. Too bad you came into the wrong place." Rayule sneered with the same sinister grin plastered on his face.

"So tell me where you intend to play that flute?" Gray asked calmly as he rose back on his feet. He knew well that he was already trapped in there.

"Why don't you find it yourself?" Rayule replied as Gray's eyes narrowed.

"When I kick your butt, then you'll expose your plan yourself to me." Gray warned while glaring dagger at Rayule.

"That does it! Say your prayer you little pest because there is no escape from my Urumi's swords! Your time is up!" Rayule yelled as he sended his dark cables extending like swords, aiming for Gray.

Like whips, they came ever closer to Gray, but he remained calm and placed his right fist on his left palm, as a chill mist enveloped around his arms while a bluish-white magic circle formed. With his hand raised higher to his face, Gray announced, "ICE MAKE: SHIELD" Immediately a large shield made of ice crystal rose up from ground in front of him protecting him, whose shape was vaguely reminiscent to a flower. It not only protected Gray from any harm but also damaged all the extended swords on contact.

"He's an ice wizard." Rayule gasped in horror, seeing his whips get destroyed.

Gray dashed toward his surprised opponent as he went offensive and again summoned a bluish- white magic circle before him yelling "ICE MAKE: KNUCKLES." The floor below his opponent froze and a tower made of large ice fists popped up from it, striking the Egyptian pharaoh in the gut and sending him flying back and crashing outside the room, creating a big hole in the process.

"So Erigor won't be playing that Lullaby here." Gray said calmly as he was strolling toward his down kneeling bruised enemy. "Just where exactly did he really intend to play it?"

Rayule chucked as a grin appeared on his face. "Master must have summoned his powerful wall of wind by now."

"What wall of wind?" Gray repeated surprised while Rayule kept grinning.

Gray grabbed the collar of the Egyptian pharaoh in anger as he sneered. "I am really getting tired of your babbling. Just tell me what's going on?"

"Everything was a plan just to trap you guys in here and at the same time we have paralyzed the very mean way of transport in the country," Rayule grinned making Gray more confused, "Especially the last stop, which is Clover station."

"Clover Station?" Gray repeated confused as his grip on the opponent collar grew weaker.

"We all know there is no other way to get to Clover Station, except a train. Since there is no other passage through that gorge unless you can fly just like Master Erigor." Rayule continued as a twinkle appeared in his eyes.

"But what are you after in Clover Town?" Gray asked more like in a demanding voice.

"Come on! Haven't you guessed yet?" The Egyptian pharaoh chucked while he slowly extended his whips "Who would be in Clover Town right now?"

Immediately, Rayule hit Gray with his shadow swords and sent him flying back as he cheered. "Gotcha!"

Gray managed to land on his feet though he slid back a little while covering his face with his arm. "So that's it! That's where the Guild Masters are holding a meeting right now. They are going to be Erigor's prime target."

"So you finally got it? Too bad you can't stop us now." Rayule grinned as he immediately extended his shadow cables swords and tied Gray down his waist in his shadow whips.

"Don't under estimate the power of the Guild Masters." Gray retorted while struggling to free himself. "They all are very powerful wizards."

"It won't change anything to those unsuspecting masters, who will be only hearing the flute. That's what master Erigor intends to do." Rayule shot back strengthening his grip on Gray. "You can't do much because you are trapped here, Fairy boy." The Egyptian pharaoh continued while Gray grunted. "They don't even know what is coming to them. They made a huge mistake to exclude us from league and treat as like outcasts. Now they are all going to pay for it with their life."

"Not on my shift." Gray sneered as his whole body was enveloped in icy mist. He immediate freezes the shadow swords before smashing through it. Rayule panicked and tried to attack again when suddenly, the ground below him froze in ice followed by his own body.

Gray was calmly strolling toward Rayule with an angry expression plastered on his face. The look in his eyes would put an evil wizard to shame. "So you're really after the Guild Masters, aren't you?"

Rayule freaked out as he flinched when Gray griped his face. "You were going to use that cursed flute on those who we respect as our parents. How dared you to even think of that?"

After a while Gray came out of the room, coolly rubbing and dusting off his palm as he stated. "That will teach him that Fairy Tail could be far more terrifying than any dark guild and that they shouldn't be messing with us."

While inside the room, Rayule was still standing in the same freaked out condition, only an exception was that he was now completely frozen in ice from head to heel.

**MEANWHILE WITH BEN AND ERZA**

Outside the station, the resident of the town who had gathered around the station from before could hear the sound of a megaphone picking up and someone appearing on the balcony.

It was Erza tailed by Ben. Erza raised the megaphone to her mouth as she announced. "Alright! Listen up all of you. We have a serious situation here. The station is taken over by a group of evil wizards and they were about to broadcast a flute cursed music so deadly that it can take your life instantly if you hear it. If you all value your lives then I suggest you all evacuate immediately."

No sooner had the announcement been made that all the citizens surrounding the station ran away in panic and terror, deserting the whole station.

"That was easy!" Ben quipped.

"Yes" Erza agreed taking a deep breath.

"Excuse me, young lady! You can't tell them to evacuate the town like that." A Conductor protested as he entered in the balcony followed by another two, protesting against the announcement.

"Would you want them to be evacuated as corpses?" Ben argued, but was interrupted by Erza.

"This same thing goes for you. I suggest you all do the same." Erza said glaring fiercely at the conductors. They all freaked out from the glare as they immediately emptied the station and joined the other citizens.

"Whoa! You really freaked them out!" Ben chided.

"They are too far to hear anything from here now." Erza took another deep breath.

"At least Erigor can't harm them now." Ben commented.

"True. Let's find him!" Erza said as they turned around toward the station, they gasped. Their eyes gone wide as their mouths were wide opened. A gigantic tornado of wind was surrounding the whole station cutting it totally off from the outside world.

"This wind has enveloped the whole station." Erza commented in awe when their attention was grabbed by someone who spoke from behind them. They turned around to see Erigor floating in air before them with an evil grin on his face.

"ERIGOR!" Both the Fairy Tail duo growled in unison.

"I had surrounded the entire station with the wind barrier so none of you can escape." Erigor chuckled. "And I was really looking forward to challenge the strongest wizards of Fairy Tail."

Ben and Erza immediately got into fighting stance hearing Erigor challenging them but were surprised when he added. "But that's alright! We will save our little game for later."

Immediately, Erigor raised his left arm as a purple magic circle appeared before him. The wind blew more fiercely around them, forcing Ben and Erza to shield themselves; however, the wind storm was powerful enough to push the duo through the wind wall.

Ben fell down on his back while Erza managed to remain on her feet. She immediately dashed toward the wind wall in an attempt to break through it, but the barrier was strong enough to prevent her and send her flying back on the ground. Ben immediately got to Erza side helping her get up on her feet. Her armor had scratches while her right elbow was slightly bruised and was bleeding.

"Are you okay?" Ben asked, concerned.

"Yes. I'll be fine." Erza lied hiding her bruised arm "We have to stop Erigor!"

Erigor chuckled from outside. "Don't even try it. You can get inside that wall of wind but you can never get out."

"Let see about that!" Ben retorted angrily as he immediately activated the Omnitrix and slapped down the dial. His body was soon covered in green light. When it died down; standing in his place was a twelve-foot-tall, dinosaur-like alien with a humanoid body and a tail. It had a thick layer of brown color skin and a beige color on his underbelly. It wore a wide green sash across his chest, containing the green Omnitrix symbol on it and the green Fairy Tail mark was on its upper left arm.

"HUMUNGOUSAUR" Ben roared as he increased his size more up to thirty feet. His appearance changed as his dinosaur-like features become more pronounced. He grew Stegosaur-like plates on his back, a crest on his forehead, and four spikes on his tail. Also, on his shoulders three plates separate and grow, giving him a more ferocious look. His arms do something similar protruding scales all over it.

* * *

**OMNITRIX DATABASE**

Humungousaur is a Vaxasaurian from the planet Terradino. Humungousaur is a 12 feet tall humanoid dinosaur-like alien, and Ben's current favorite alien; he possesses great strength and a thick layer of skin that provides vast resistance to injury; he also has the power to increase his own body size and mass growing up to 60 feet in height. His strength increases as he grows, and his dinosaur features become more pronounced, growing Stegosaurus-like plates on his back, a crest from his forehead, and spikes on his tail; Humungousaur has also proven to be durable enough to survive in space for at least a few minutes.

* * *

Both Erza and Erigor were stunned by this sudden transformation. They had never seen any fierce creature like him before. He was just like a giant monster ready to disrupt anything in his path. His hulking appearance could even scare anyone looking at him.

The Vaxasaurian roared again as he came stomping toward the wind wall, rearing his right fist before punching the barrier with everything he had got. He was struggling against the barrier as his arm was slowly protruding through the wind wall. His arm was getting bruised while the scales on his arm were breaking. He gritted his sharp teeth and suppressed a painful yelp as he put more power in his arm while increasing his size to forty feet.

Erigor gasped seeing him struggle like that. He had used most of his magical energy to create that wall and that giant creature was almost on the verge of breaking through it. Erza eyes widened in horror seeing Humungousaur skin's scales breaking.

Finally, Humungousaur couldn't suppress the pain anymore as he gave a painful cry before stumbling back and falling on the ground. His giant weight had prevented him from flying back; although, the pain was still the same.

Erza immediately came near him as she kneeled down beside him, clutching her right elbow with her left arm. "Are you alright?"

"That hurt!" Humungousaur said as he got back to his feet, rubbing his sore head. He shrunk back down to twelve feet as he was engulfed in emerald light, transforming back to human He was fine, courtesy to Humungousaur's tough skin; although, his right arm was aching a little due to using so much force.

Erigor chuckled, but he had to admit that the kid had potential to struggle against his wind wall for so long. "And if you try to get out, then the wind will tear you into tiny shreds. But I will have to admit, you are truly resourceful."

"You are not taking that flute anywhere." Erza yelled angrily.

"Sorry!" Erigor replied, grinning. "But I do have a special performance for some very special people today and I am really running late, courtesy to you all."

"Wait! Are you running away?" Ben taunted, but Erigor continued to his destination.

"Where he could be heading now?" Erza whispered more to herself while her left arm quivered. "If his target was never the people of this town, then who is he truly after? What are we gonna do now?"

"Rook was right, and I hate whenever he is right!" Ben sighed. "And you are hurt!"

After a while, Ben and Erza were inside the station and were tying various Eisenwald's mages together. Erza was holding one of the defeated mage by his collar questioning him about how to undo the wind wall.

"Didn't I already tell you that we don't know how? It's impossible to do anything right now to counter that wall of wind." The mage replied.

Suddenly, a voice called out for them. "ERZA! BEN!"

Both the Fairy Tail duo turned around to see a slightly bruised Gray on the second floor.

"Gray! I thought you were with Natsu." Erza said.

"No! We split up, but that's not important right now." Gray responded as he walked down the second floor. "I found that Eisenwald's real objective is in the next town from here."

"What?" Ben and Erza gasped in unison.

"That is where the Guild Masters are having their meeting." Gray continued. "I think their planning to use the Lullaby there."

Erza looked back at the Eisenwald's member she was holding by the collar with an angry expression on her face "So that's your plan?" causing that mage to flinch and scream in fright.

"We need to get out of here now." Erza said as she got back on her feet, clutching her wounded elbow.

Ben nodded. "Now the problem is how do we get out of here?"

"Yeah" Gray agreed. "I was thinking about that too. That wall of wind will rip you into pieces if you forced your way out."

Ben grimaced hearing that. He had already tried that and now his right arm is aching a bit while Erza's arm was bleeding.

"Yes. Ben and I are aware of that." Erza said in low tone.

Gray noticed both Erza's and Ben's right arm. He gasped. "What had happened to your arms?"

"It's just a scratch." Erza responded calmly.

Ben nodded as he clenched his fist. "We can't sit just around here. Erigor is getting closer and closer to where guild masters are."

"At least he won't have gone too far. He had used so much of his own magic in that wind wall too fly for real long." Gray stated but it didn't produce any noticeable effect on anyone's mind.

"Yes, but we are still stuck in this station." Erza commented. She was thinking some way to get out of here.

"Ben!" Gray asked suddenly "Don't you have any monster who can take us all out!"

Ben cocked an eyebrow. He scanned his memory, but couldn't remember anyone with such an ability that could get everybody out. Humungousaur would have been succeeded but his strength was already opposed by that wall of wind. He tilted his head and sighed, showing his disappointment. Suddenly, Erza interrupted. "Wait! I know someone here known as Kageyama." Erza realized. "He was the only one who able to successfully undo the Lullaby seal."

"I see!" Gray wondered, a hand to his chin.

Ben found this idea promising as he dismissed his previous thought. "So he can undo spells? Maybe he can undo the wall of wind."

"Look for Kageyama! We need to capture him." Erza commanded.

"Right!" Both Gray and Ben said in unison when they felt a mild tremor throughout the station and an explosion on the second floor.

"What was that?" Gray asked puzzled by this sudden quake.

"Natsu!" Ben deduced as they took off toward the second floor.

**WITH NATSU**

The pink haired Dragon Slayer's arms were engulfed in flames as he kept smashing the wall of the corridor he was passing through. A shadow was following the former one for quite a time. A voice is heard from within it. "I will take him by surprise."

Natsu was really getting ticked off as he kept exploding the wall. Using his flame power, Natsu continued busting down wall after wall, searching for a certain wind mage as he yelled. "Erigor! Why don't you show yourself to me, you coward?"

Meanwhile, the shadow which was tailing Natsu had stopped as a figure popped out of it. It was Kageyama, who using his shadow form technique was keeping an eye on the pink haired wizard. He was watching the destruction Natsu was doing to station's wall in his pursuit for Erigor. "Has he ever heard of a door?" He whispered annoyed.

"Darn it!" Natsu growled, panting slightly. He had been looking for Erigor for a while and was still no closer to finding him. Suddenly, Kageyama rose up from behind him, hands in his pocket.

'Oh well. I suppose it won't be any problem if I left this guy alone, but it would be boring if I kept hiding.' Kageyama thought as a purple magic circle appeared under his feet while his shadow took the form of fists. "KNUCKLE SHADOW"

Natsu immediately sensed someone behind him and he turned around, only to be punched by multiple shadows. He was sent crashing in a wooden crate behind him.

"That's for earlier you idiot!" Kageyama chuckled "You really make things easier for me."

"You again!" Natsu roared as he emerged from the wreckage with his head stuck in a poster.

Kageyama laughed mockingly. "That's look really good on you!"

"Oh…Thank you Hagi!" Natsu replied, taking his insult the other way.

"My name isn't Hagi you fool." Kageyama yelled, losing his calmness. "It's Kageyama!"

"Oh yeah…right!" Natsu responded calmly.

Kageyama regained his calmness as he dismissed the former topic. "Whatever. At least I know your magic already! You use flames to increase your destructive power. It is very rare these days, you know."

Natsu spat angrily as his head was engulfed in flame burning off the poster in the process. "Now I really wanna teach you a lesson, but I don't have time for that!" He lit his fists on fire as he demanded, "Tell me where Erigor is?"

"You know that is a very good question. Maybe I'll tell you if you're lucky enough to beat me." Kageyama smiled sinisterly as he yelled, "KNUCKLE SHADOW"

Instantly, shadow fists emerged from the amethyst magic circle under Kageyama's feet and smashed into Natsu. But the pink haired Dragon Slayer shielded himself with his arms crossed over his face, and he was sent sliding back.

"Oh! You might tell me after I beat you up." Natsu responded cockily, followed by a determined expression. "It's like beating two birds with one stone. Now I'm all fired up!"

Without warning, Kageyama summoned more of his shadow fists that went straight toward Natsu, but the Dragon Slayer was fast enough to dodge each fist with great reflex. "Over here!" Natsu mocked excitedly as he evaded Kageyama's attacks.

"Darn it. He only looks slow," Kageyama growled, seeing Natsu dodge all his attacks easily. His shadow fists were damaging everything, except its prime target. "But again…" Kageyama sneered as he crouched low as another magic circle appeared under his feet. "You can't dodge my SHADOW OROCHI. It will follow you till death!"

Kageyama created dozens of shadow snakes after his incantation. They all lounged themselves toward Natsu, but he wasn't fazed as he slammed his fist together and leaped high in the air with a determined expression and his arms fully enveloped in flames. "I'll tear them apart. FIRE DRAGON WING ATTACK!"

Natsu's mighty fire wings collided with the Snake Shadow, engulfing the room in a cloud of smoke and dust. Kageyama was sent sliding back, and he couldn't believe his eyes. "You got to be kidding! You destroyed by Shadow Orochi." He gasped, flabbergasted.

"He's so powerful. I haven't encountered a wizard who is this strong!" Kageyama whispered. He was on the verge of freaking out.

"So now Kagi, how would you like another dose of my power?" Natsu asked with a grin. He flashed his right, flame-shrouded fist.

"You are a monster!" Kageyama admitted, wide-eyed.

"Really? Let see." Natsu grinned as he slammed his fist together "FIRE DRAGON IRON FIST!" Kageyama was sent crashing in another room, creating a huge crater in the wall. The whole room was again engulfed in smoke while Kageyama was panting heavily. His body was bruised and various cut marks could be seen.

"Looks like I got carried away with my power again." Natsu said as he walked closer to the defeated Kageyama. "Always ends up like this. Well, I feel so much better now. It's quite obvious I won Degiyama."

"It's Kageyama, you idiot!" Kageyama growled angrily. He was really getting annoyed by Natsu's antics.

Natsu shrugged. "Whatever, I beat you so tell me where Erigor is like you promised."

Kageyama chuckled as a weak smile appeared on his face. "You fool. Erigor is no longer in the station."

"Huh?' Natsu asked, confused. Actually everything was too confusing for him. He even didn't know why he was looking for Erigor, other that he had to stop him from using that flute which could kill people easily.

"Natsu" A voice cried out.

Natsu turned toward the door and blinked twice upon seeing Ben, Erza and Gray running toward him.

"Don't finish him." Erza yelled.

"We still need him." Ben added.

"Don't be stupid, flame-brain." Gray cried.

"Huh?" Natsu said, bemused. Why were they all coming for him? His confusion changed into pure fear as soon as Erza leaped toward him with an angry expression along with a sword in her hand. "Wait! I didn't do anything. I'm sorry!" He cried desperately.

But Erza's target wasn't Natsu, as his eyes widen in fear. Erza had her sword pointed to Kageyama's throat, causing the dark mage to jump in fright while Natsu was totally stunned. Kageyama screamed in fear, seeing his death only few inches away from him as Erza spoke up to him in a dark tone. "Undo the magic wall and we won't have more problems."

Natsu was trembling in fear as he cried. "I suggest you do as she says. Trust me. She is really dangerous."

Gray got annoyed by Natsu's comment. "That's enough."

"He really got scared!" Ben quipped, suppressing his laughter. He turned toward Kageyama with a sinister expression and his eyes turning blue. "Do as we say, or you'll have a problem with me."

Kageyama yelp in fear. "Alright! I'll do it." He really didn't want to get killed. Erza's sword was enough for him to drain the blood from his face, and Ben's expression was enough to convince him to do it.

Suddenly, Kageyama gasped as a low screamed left his throat. A yellow magic circle appeared on his chest as a bloody hand appeared from it. Everybody gasped in horror as Erza drew her sword back while Ben's eyes turned back to normal.

"Why…Karacka?" He gasped in pain, beginning to breathe hard. Kageyama fell over on his back, revealing Karacka behind him with a look of fear clearly displayed on his face. His bloody hand was trembling as his mouth was gaped wide.

"Oh man! There goes our chance of getting out of here." Gray commented, seeing his opponent down.

"Kageyama! Stay with us. We need you to undo the wall of wind right now!" Erza gasped while trying to keep Kageyama awake.

"You got to do it, man." Gray added angrily.

"You are the only one who can undo the spell. Don't die. Okay." Ben finished. He was trying everything in his ability to keep Kageyama awake. He was bleeding severely. From his battle with Natsu, he was already drained and weak and now he was lying on the floor with blood oozing out of his mouth and chest.

"Hey! Wasn't Kageyama with you guys?" Natsu snapped angrily as he clenched his fist, glaring daggers at Karacka.

"How could you do this to him?" Ben spat as he got up on his feet facing the green haired mage. "You both were from the same guild. Weren't you?"

"You traitor." Natsu roared angrily as he engulfed himself fully in fire and leaped at Karacka. Erza and Gray were speechless in shock as Karacka sunk lower in the wall in fear trying to hide away from Natsu.

With one punch, Karacka was sent through the wall he had materialized from and into the next room. Natsu screamed furiously. "So that's how you treat your comrades!?"

"Kageyama! Please stay with us!" Erza urged while shaking Kageyama violently.

"Erza! That's enough. It's no use." Ben said with a dark expression on his face.

"You can't die! You have to undo the spell." Erza yelled, trying feverishly to wake Kageyama up to no avail.

Erza gritted her teeth in anger and started to shake the mage awake, his head banging the ground while Gray watches the scene with a sweat drop on the side of his head.

"Beating him more won't help, Erza." Gray said as he got up on his feet.

"We'll have to think of another way to escape and stop Erigor?" Ben stated.

Finally, Lucy, Happy, and Rook entered to find a really pissed off Natsu standing beside a hole in the wall while Gray and Erza were with one of the Eisenwald members, and the room completely damaged. Ben was standing in a corner, indulged in deep thoughts.

"Oh no! Are we interrupting something?" Lucy whimpered, eyeing the scene before her.

"Something has gone wrong!" Rook said as he narrowed his eyes at Ben.

"Aye" Happy chimed in.

**CLOVER CANYON**

Clover Canyon was a deep gorge that stretched throughout the entire land. It was very long and very dangerous. There was no way across it apart from the railway carriers.

Erigor was standing on the train tracks, looking at his long destination from the distance, with his scythe in his hand and a creepy evil smile plastered on his face.

"Finally, I recovered most of my power I used to create that magic wall of wind." Erigor said out loud as a purple magic circle appear beneath his feet, making him fly in air. "Now I can fly."

"Those fool who took away all our jobs and our rights as wizards. Just wait!" He chuckled as he raced forward toward his ambitious, dark destination. "The 'God of Death' will purge you all."

**OSHIBANA STATION**

Gray, Ben, and Erza filled in Natsu, Lucy, Rook and Happy on what was happening and Erigor's true motive.

Lucy and Natsu gasped while Rook kept himself calm, but he was mainly worried about Ben. He can sense the situation that he and Ben had gone through and had been helpless to do anything, and in the process they had lost their entire universe in a matter of seconds.

"Huh? Erigor's real target is the Guild Masters meeting." Lucy gasped.

"Gramps!" Natsu muttered, feeling a little more determined to break through the wall.

After a while, the group and the severely injured Kageyama were now on the top of the station's floors, their eyes on the wind barrier that was blocking their way out. Ben was standing aside from the group, tilting himself against the pillar. He was constantly thinking of any other way to get everybody through here.

"Erigor cast this spell to stop us from following him." Erza explained. "He is on his way to Clover right now."

"We can still catch up by using the magic-mobile, but the problem is if we can't undo the wall of wind then we can't get out." Gray sighed.

"So how do we get out?" Lucy asked.

Their attention, along with Ben's, was grabbed by Natsu whose fists were wrapped in flames as he leaped at the barrier with his arm reared back. He punched the wall, but was sent flying back and fell on the ground, slightly injured.

"That's what will happen if you tried to go through that." Gray noted.

In the meantime, the scarlet haired armored mage was almost begging to Kageyama to undo the magic wall. "Kageyama, I am begging you. Use your power to help us."

Natsu got up again, ignoring Gray, as his full body was blazed in fire. He roared, "Alright! That does it." He leaped at the wind wall again, followed by back-to-back punches. He received the same result as he was thrown back, slightly more bruised.

"That was really stupid." Gray commented. "Can't you realize that you can't destroy it?"

Suddenly, their attention was grabbed by the Omnitrix wearing hero. "At least he is trying!" Ben snapped as he activated his Omnitrix and scrolled through his playlist. "He's channeling his anger for Erigor and his love for Gramps into his power so that he can break through that damn barrier. Now, it's time for someone to go after Erigor."

"What did you mean?" Gray asked, surprised to see Ben snapped like that. Erza, Lucy, Natsu and Happy were also surprised to see Ben outburst. He was the only one apart from Rook who had managed to maintain his temper during this entire ordeal, and now he was suddenly angry.

Meanwhile, Rook was grinning and was happy to see his partner back to himself. He was sure Ben had found something which would help them out somehow.

"This!" Ben responded as he slammed his right arm on his Omnitrix and was engulfed in emerald light. When it died down, standing in his place was his Necrofriggian form.

"BIG CHILL" Ben yelled in his eerie tone. His wings were wrapped around his body, giving him the appearance of a hooded robed figure.

Natsu grimaced at seeing the form which had defeated him so easily while Gray, Lucy, Happy and Erza were confused. Erza was quite surprised by how many form Ben had in his arsenal.

"You are going alone." Rook stated, bringing everybody out of their trance.

"Yes" Big Chill agreed. "I don't have any other option…unless you can come up with something else on your own."

"But how?" Erza asked. Confusion was clearly visible on her face. "No one can pass through that wall."

Big Chill didn't reply. He merely turned toward the wall of wind and moved forward. As he was getting closer, the curiosity of his teammates was growing further. Just as he was about to touch the wall, he turned around toward Erza. "Like this." Big Chill moved forward as his body turned intangible and he easily managed to pace through the mighty wall of wind.

"Intangibility!" Gray gasped.

"He can also pass through magic barriers." Lucy said in awe, with a hand to her mouth.

'I didn't make a mistake in trusting him.' Erza thought as a determined expression returned back to her face.

Big Chill flapped opened his wings and rocketed away at his full speed in the direction Erigor had gone before.

"Necrofriggians can pass through anything unless it is specifically designed to counter their intangibility. This barrier was only designed to stop any solid objects from pacing through it, but it was not meant for Necrofriggians." Rook explained when he noticed the blank looks on everyone's faces, even Erza was slightly bemused.

Rook mentally smacked his head as he repeated. "Big Chill can pass through anything just like he had passed through Natsu's attack before."

"Hmmm" Gray hummed as his attention was drawn to Erza, who was really getting angry.

"What?!" Erza snapped. "Ben and Natsu fought before?"

All the Fairy Tail's members, minus Rook, had sweat dropped down. Natsu cringed in fear that Erza doesn't know about how he had challenged Ben and was beaten by him…or was sickened by him.

"No! It wasn't like that." Natsu shuttered frightened.

"Actually, Natsu had challenged Ben to a fight and had lost the match." Rook explained. "He had lost to Big Chill, but we will talk about it later."

"Right!" Erza agreed calming down when she heard it was just a match. "We'll need to go after Ben, though I believe he can manage on his own."

Everybody was shocked over hearing Erza praising Ben. It was very rare that Erza would believe in someone's abilities over hers.

After a while, everybody was busy thinking about how to get out of the station. Erza was still kneeling beside Kageyama, trying to wake him up while Happy was really trying hard to remember something.

Suddenly, Natsu yelled with a broad smile on his face while he turned to Lucy. "That's it! The spirits!" Everybody was looking at Natsu with hope in their eyes that he had found some way.

"Huh?" Lucy questioned, bewildered.

"Virgo was able to teleport herself to different places. Remember?" Natsu explained, trying to remind Lucy something.

"Teleportation?" Rook asked, interested.

"Well, a normal person would die if she or he tried to do that. They won't be able to breathe and so they would suffocate and die." Lucy explained getting the point. "Besides, a gate to the Celestial World will only open where there's a Celestial Wizard."

"Huh?" Natsu added, completely confused.

"In other words, if you want to pass through the Celestial World to escape this place then another Celestial Wizard must be outside the station because the gate only opens wherever a Celestial Wizard is." Lucy repeated in simple words.

"Sorry! You lost me there!" Natsu admitted sheepishly. "Why don't you just do it now?"

"I told you I can't do it" Lucy yelled in annoyance while Gray and Rook sighed. "And according to contract, humans can't enter the Spirit World. Didn't you know that?"

"I still don't get it." Natsu admitted still with a broad smile on his face.

"I will have to admit that Natsu's plan has got a point." Rook commented.

While, Natsu and Lucy were bickering among themselves, Happy was repeating what he heard. "Everlue's key!"

Suddenly, Happy screamed excitedly and made Natsu and Gray jump in shock while Lucy freaked out. Rook, however, was able to maintain his composure. "Lucy, I just remembered!"

"Remembered what?" Lucy asked, afraid from the blue cat's sudden outburst.

"What I trying to tell you on the way here!" Happy screamed.

"You mean when you were trying to think of something earlier?" Rook recalled.

"Here," Happy chirped as he showed a golden gate key to everyone.

"That's a Celestial Key!" Rook remarked.

"Happy!" Lucy said in wonder while gazing at the key intently. "Is that Virgo's key?" Lucy smile changed into frown as she grabbed Happy's mouth and pinched it tightly. "Didn't anyone ever tell you it's wrong to take things that don't belong to you!?"

"But she said herself to give this key to you." Happy pleaded.

"C'mon guys! We don't have time to waste on this pointless crap." Gray muttered. His arms folded over his chest as he watched the bickering between Lucy and Happy.

"Virgo?" Natsu repeated. "Oh! You mean that 'gorilla maid'?"

"Aye" Happy admitted, waving the key to the Celestial Wizard. "She said that since Everlue is arrested, the contract was broken between them. She had come by later looking for you Lucy and said that she wanted to talk about something to you."

"So she showed off later on?" Lucy repeated. "I guess I should be happy about that, but I don't think it is the time for that because we have to think a way to get out of here."

"Yes but…" Happy interjected; however, Lucy grabbed his cheeks roughly and she stretched it as a dark glare was plastered on her face. "Shut up! Just sit quietly and stick to your meowing."

"You know she can be scary sometimes." Gray stated, a little unsettled seeing Lucy.

"She is so much stronger than she looks." Natsu added, equally afraid.

"Please let him go and hear what he wanted to say." Rook ordered. "Maybe his information could prove important!"

Lucy immediately let go of Happy, who immediately cried with tears in his eyes. "I figured since Virgo can dig through the ground, maybe we could escape from under the wind barrier to get out of here."

Everybody gasped after conceiving the news.

"What did you say?" Erza asked in disbelief.

"Are you serious?" Gray muttered.

"Huh?" Natsu questioned, confused as always.

"You are right!" Rook confirmed arms folded above his chest. "This magic wall possibly can't be extended below ground."

"Yes!" Lucy realized. "Way to go Happy! Why don't you tell us about that earlier?"

Rook, Gray and Natsu deadpanned on hearing Lucy.

"Because you squeezed my mouth shut!" Happy replied tonelessly, causing Lucy to cringe.

"I am so sorry!" Lucy apologized, bowing down before Happy. "Let me give you a reward later. Please do me a favor and give me that key right now. "

Natsu and Gray stood still, sweat drops racing down their heads whilst Rook had already recovered his composure.

"Sure! I will be looking forward to that reward." Happy replied cheerfully, feeling better as he handed Lucy the Virgo's key. Lucy looked at the other Fairy Tail wizards and nodded.

"A linkup to the gate leading to the Celestial Spirits World. All spirits listen to me. Please grant me access." Lucy chanted. "Open, Gate of the Maiden Key: VIRGO!"

A blue magic seal followed the incantation coming out of it was a young woman with a petite body along with shackles around her wrists, short pink hair, and blue eyes. She wore a typical maid outfit, consisting of a black undercoat and a white, frilled trim apron. She was Virgo, a Celestial Spirit of one of the twelve Golden Zodiac Keys.

"What can I do for you, my master?" Virgo bowed before Lucy, who in turn was confused by the sudden appearance of a beautiful woman instead of an ugly, giant woman. 'Did I summon Virgo or someone else?'

"Who are you?" Lucy gawked.

"Hello Margo! You sure lost lot of weight." Natsu greeted.

"It's Virgo. I am sorry I caused trouble to you earlier." Virgo replied politely. "And I have slimmed down."

"Slimed down?! She's a totally different person!" Lucy exclaimed with eyes bugged out.

"Different person?" Gray asked confused.

"What did you mean by that?" Rook asked. He was also slightly confused why Lucy was acting strange from seeing the Celestial Spirit.

"How come you look different?" Lucy asked in disbelief, ignoring Rook and Gray.

"I am a loyal Celestial Spirit to my owner." Virgo replied, smiling. "I work in whatever appearance you would like me to. My former master has asked me to attain that appearance."

"Yeah, but you seemed stronger and much more powerful before you know." Natsu pointed out.

"Is that so? In that case…" Virgo suddenly transformed into an extremely tall stature and overweight woman with a brutish face and two pony tails while still being in the same maid outfit.

Gray, Rook, and Lucy gasped in horror by the sudden change. Rook now understood why Lucy was acting strange. Anybody would act strange if a giant monster looking woman turned into a beautiful looking girl or otherwise.

"Please ask her to return to her former form." Gray requested, shuttering.

"Why did you have to say that, Natsu?" Lucy yelled, overcoming her shock. "I prefer the slimmer version."

"Understood, master!" Virgo bowed as she transformed back to her petite self.

"Anyways, we don't have much time left." Lucy said hurriedly. "Can we postpone the contract for later?"

"Of course, master! No problem at all." Virgo replied politely.

"Will you stop calling me 'master'?" Lucy shouted, annoyed. "It sounds weird!"

"What about 'Queen'?" Virgo suggested.

"That too." Lucy simply declined.

"What about 'Princess'?" Virgo asked again.

"I think I like that." Lucy replied, smiling with her hand to her cheeks.

"So that's what you think." Gray mutter in disbelief.

"Hey, hurry up." Natsu interrupted.

"If we hurry then we can probably catch up with Ben." Erza added.

"Okay!" Virgo agreed. "Right away!"

Virgo's eyes glowed pink and, with a bow, she disappeared in the ground and left a big hole behind her.

"Whoa! She's digging!" Gray said excitedly.

"Good job Lucy!" Erza praised, bringing the blond haired Celestial mage into a one armed hug and hitting her head on her breastplate.

"Alright! Everybody get inside the hole." Gray ordered when he heard some rustling behind. He turned around to see Natsu slinging up Kageyama, who was wrapped in bandages around his waist, onto his shoulder. "What are you doing Natsu?"

"Yeah, I fought him but I don't want to leave him here. I don't want him to die. It will leave a bad taste in my mouth." Natsu explained. Rook and Erza both smiled at Natsu's nobleness.

After a while, they managed to escape the station through the hole, Virgo dig. The group could see the station surrounded by the Magic Wind Wall from the distance, their hair and clothes whipping in the wind.

"We're outside!" Gray yelled through the wind.

"Let's move!" Erza ordered.

"The winds are so strong!" Lucy pointed out, her hair and skirt whipping in the wind.

"Princess, your underwear can be seen." Virgo exclaimed, holding down Lucy's skirt down while her own was moving up the wind.

"Looks who's talking?" Lucy retorted as she could feel Gray eyes on Virgo's.

"No way!" Gray muttered with his face reddened like tomato and his jaw opened wide.

Suddenly, Kageyama spoke up to the team with his eyes slightly open. "There's no use…"

Everybody turned to him as he added further, "You will never be able to catch up with Erigor. We-we won!"

"We will!" Rook interrupted, determined. "When it comes to saving people, we will!"

"You are talking like Ben." Lucy pointed out but her attention was grabbed by Erza when she asked. "Where did Natsu go?"

"Happy isn't here either." Gray added.

"Get moving then! Ben has probably already caught up with Erigor and Natsu will be there soon." Rook shouted against the strong gusts.

"Why did you guys save me?" Kageyama asked, making the group halt. "I'm your enemy!"

There was a silent pause spread among them. Finally Gray spoke up. "If you really want to die just say the word. Everything doesn't have to be resolved by fighting and dying, you know."

Rook was really touched by what Gray said. He had to admit that he really didn't make any mistake joining Fairy Tail; although, he still feel that Professor Paradox had dumped him into some strange Universe.

**CLOVER CANYON**

Erigor was flying through Clover Canyon and he could see Clover Town off in the distance. He grinned. "There's the town. Hold on, you old geezers. I'm coming."

The 'God of Death' heard someone's voice calling from behind him. "Hey!"

Erigor turned around to see a dark bluish creature heading his way with his clenched left fist reared back. Immediately, he was punched in the face and was sent flying higher in the sky. The collision of Big Chill's fist with Erigor's face was so powerful that a snap sound echoed throughout the canyon. Big Chill stopped in his tracks and floated midair, glaring dagger at the stumbling Erigor.

"Darn it! Who are you?" Erigor demanded angrily as he noticed the Fairy Tail symbol on the Big Chill's left upper arm. "You are also from Fairy Tail! Why are you here?"

"Isn't it obvious, Erigor!" Big Chill replied with his arms crossed over his chest. "I have come here to rip you to pieces." Big Chill then noticed that his punch didn't produced much effect on Erigor as he had thought it would.

"How dare you?" Erigor roared as he summoned a purple magic circle in front of his left arm with his index and middle finger outstretched.

Big Chill knew what to expect but he wasn't fazed in the slightest bit. He would have smirked if he could. "Bring it on!" He said cockily.

Erigor growled. "WIND BLADE" Several wide blades of wind, each possessing different width were tossed toward Big Chill. The Necrofriggian simply turned intangible, but the gusts of wind was powerful enough to force him to fly back a little. Erigor was surprised to see his enemy passed through his attack unharmed.

"Let see if you can dodge this!" Big Chill responded with his claws wrapped in ice as he raised his arms and fired several ice spikes, but Erigor vanished into thin air dodging all the shards. "Okay, you can." Big Chill said more to himself while he looked around to find his vanished enemy.

Suddenly, he heard some kind of low boom noise behind him. He turned around to see Erigor having a sinister grin on his face with his scythe reared back. "Have this!"

"Uh…Uh" Big Chill hummed as he didn't get enough time to turn intangible, though he managed to bring his arms forward to shield himself and took the scythe attack directly on his right arm. He was sent flying toward the ground with his right arm gashed around where he took the blow.

He collided with the railway track below, disrupting it in the process. Big Chill's skin was tough enough to withstand most weapon attacks, but it seemed like Erigor's scythe was an exception. In a flash of green, Big Chill turned back to his human form.

Erigor was laughing maniacally when he took notice of whom he was actually fighting. He was baffled when he saw the same kid from before who had almost managed to break through his wind wall. "How did you manage to escape my powerful magic wall?" He yelled.

Ben chuckled as he got back on his feet. His right arm was aching from before and addition to that, he now has a deep gash just below his elbow. He cringed as he gritted his teeth to suppress his pain.

"It wasn't meant to hold me!" Ben yelled as he activated the Omnitrix.

Erigor immediately got angry hearing Ben. He brought his right arm before him as another purple magic circle appeared before him. "You are just a pesky fly!" A powerful gust of wind originated from it, aiming straight for Ben. The teen hero immediately slammed his hand over the Omnitrix and was engulfed in a bright emerald light, followed by the gust of winds and a cloud of smokes and rubbles.

Erigor chuckled; confident upon his easy victory, but his winning expression was short lived when a yell was heard. "CANNONBOLT!" Suddenly, a sphere came rapidly rolling out of the rubble, leaving smoke trails in its wake. It was a yellow ball with semi-circular stripes across its body, with black lines around its circular plates. It ricochet off the ground and directly slammed into Erigor, causing him to yelp in agony before he was sent careening back and crashing to the ground.

The yellow ball also fell down to the ground and uncurled itself to reveal a hulking, broad-shouldered creature covered in natural, yellow hexagonal-shaped armor plating on his back, shoulders, and the back of his arms. He was mostly white with a wide black stripe running down his chest. His eyes were green. He has four claws on both of his bulging hands, and had human- like teeth. The Omnitrix symbol was on his chest while Fairy Tail mark was on his left upper arm.

* * *

**OMNITRIX DATABASE**

Cannonbolt is an Arburian Pelarota from the planet Arburia, which was already destroyed. After that, the Arburian Pelarotas moved to Vulpin, and then they mutated due the pollution and evolved to be able to live there, becoming a sub-species, called Vulpinic Tortugans.

Cannonbolt is a hulking, broad-shouldered alien covered in natural armor plating, by curling up into a ball, much like an armadillo or pillbug, he can encase himself in his armor, becoming virtually invulnerable; also with his armor, and he can then roll himself like a ball at high speeds. The drawback is that Cannonbolt quickly picks up inertia, which can make hitting more maneuverable targets difficult, as he cannot slow down quickly; in addition, Cannonbolt's speed and maneuverability is limited outside of his ball form, owing to his bulk and high center of gravity.

* * *

Erigor stood back up with the help of his scythe as he clenched his teeth in anger. He was slightly bruised but other than that he was fine. Although, he had to admit that Ben had potential, not only to stand against him, but also to make him feel pain. His attack was not only painful, but he had managed to acquire enough force and power to smash him into the ground. If it weren't for his enhanced endurance, then he surely would have been defeated.

"Had enough yet?" Cannonbolt smirked. "Give me that flute and I won't bring any more pain to you."

"Never in a million years." Erigor roared as he leaped high in the air before summoning a magic circle. "WIND BLADE" Several blades of wind fired from the magic seal and raced toward Cannonbolt. The Omnitrix hero immediately curled back into a sphere, concealing his white skin before spinning, and struggled against the strong wind. The wind blades created by the magic struck Cannonbolt at different angles before shattering itself against his hard shell.

When Erigor's attack ceased, Cannonbolt ricocheted off the ground and smacked into Erigor's abdomen again. He spit up blood before he was pummeled into the bridge once more. Cannonbolt fell some distance away from Erigor and uncurled back to his humanoid form.

Erigor groaned in pain as he again flew back in the air. He was still drooling blood from his mouth. He sneered while flashing the Lullaby. "I had planned about using this mighty creation of Zeref against those Guild Masters, who had taken away my job and title."

"Huh?" Cannonbolt said, scratching the back of his tough head in confusion. This guy was fighting him a moment before and he had managed to land a deadly blow, and now he is exposing his already exposed plan?

Erigor grinned evilly. "But how about I witness the power of Lullaby now?"

Cannonbolt's eyes widened in horror from what Erigor was about to do. He was about to be a test subject for the Lullaby flute. He immediately curled into a sphere and raced toward Erigor, determined to stop him.

Suddenly, just before Erigor could play the flute, a yell was heard from behind him. "That's it Happy!"

Erigor realized who it was, but it was too late. Happy, with his angel-like wings spread out wide, was flying toward Erigor at full speed while holding an angry Natsu in his paws. The Dragon Slayer had his fists engulfed in fire.

Without warning, Natsu landed a fiery blow followed by Cannonbolt crashing into the 'God of Death'. Erigor released a painful cry as he lost his grip on the flute, which in turn fell down somewhere on the railway track. Erigor was sent careening away along with Cannonbolt before crashing into the bridge, creating a mild burrow.

Natsu landed on the track while Happy landed into his arms, exhausted of his magic. "Are you okay, Happy?"

"Oh no…" Happy muttered tiredly. "I can't fly anymore."

"You did well, Happy!" Natsu smiled, placing Happy on the ground. "We managed to get here because of you."

Cannonbolt came rolling toward him and uncurled, showing himself to Natsu. He cheered. "You guys finally managed to get out of that barrier."

"Thanks to Lucy. She did it!" Natsu replied, smiling. Immediately, their attention was grabbed by Erigor, who flew up into the air once more.

"You scum from Fairy Tail! How dare you?" Erigor yelled angrily. "It's time you know your place!"

"What it will take to keep him down?" Cannonbolt muttered, annoyed.

"Oh yeah!" Natsu retorted cockily, wrapping his fists in flames. "I'm waiting for yah!"

"Just let me through and be gone." Erigor sneered as he raised his arm followed by another gust of wind blown through the magic circle. Cannonbolt again curled up into a sphere and raced against the wind. Natsu's flames, meanwhile, were extinguished and he was forced to shield his face with his arms. His vest was blowing in wind while he struggled to stay on his feet.

"You can't beat me!" Natsu roared as his arms were again engulfed in fire while Cannonbolt increased his momentum to break through the wind.

All of a sudden, an explosion occurred and covered the whole area in dust and smoke. Natsu shot up into the sky with both hands and feet covered in fire, propelling himself higher. Cannonbolt raced through the dust, leaving smoke in his wake. His plates were covered in flames as he ricocheted off the railway tracks and toward Erigor.

Natsu struck Erigor twice with his flame-covered fists, but were dodged successfully both the times. However, Erigor wasn't able to block a flaming Cannonbolt, who directly smacked him into his abdomen. Erigor was left wide open for Natsu to land a powerful punch in to his gut, sending him crashing away to the ground. He tried to suppress his cry of pain, but wasn't able to bear it. Erigor was bruised, but he still managed to rise back on his feet. 'Their combinations attacks are very powerful! I had never seen anyone as strong as they are.' Erigor thought, flying high up into the air and increasing his altitude.

"Stop floating out there! That's unfair! Come down and fight me!" Natsu whined, watching Erigor fly out of his reach.

Cannonbolt reached toward him and uncurled back to his humanoid form. His yellow plates have bruises in various places due to the explosions; otherwise though, he was okay. "Seriously? You are whining again!"

"Stop getting too cocky, fools!" Erigor growled angrily while rubbing off his own blood from his face. "I underestimated you both!

"It will teach you to not mess with Fairy Tail." Natsu smirked while Cannonbolt grinned in agreement.

Erigor sneered with his right hand stretched out again, he conjures another purple magic circle. Cannonbolt didn't wait for Erigor to complete his incantation as he again curled into sphere and raced toward Erigor. However he was late as Erigor yelled "STORM BRINGER" followed by a powerful rapidly spinning gigantic tornado toward the Fairy Tail duo. Cannonbolt kept trying at his high speed to cut through Erigor's current tornado but the wind blades generating inside the tornado kept pushing him back while Natsu didn't able to hold himself against the tornado as he was swept up and spinned around along with the twister.

"Natsu!" Happy gasped while watching Natsu struggling in the tornado. He tried to summon his wings so that he could help Natsu but he failed. "It's no use! I don't have enough magic power."

Finally Natsu was sent falling down into the canyon below and with no Happy to rescue him, Erigor chuckled. "Too bad those powerful flames don't make him fly!"

"NATSU" Happy cried gazing where Natsu had fallen form.

Meanwhile, Cannonbolt was still struggling against the Erigor's storm bringer. He tried his best to keep up with the tornado but he was kept pushing back. After the tornado subsided, Cannonbolt uncurl panting heavily when he heard Happy. He noticed that Natsu could nowhere be found and he immediately curl himself into sphere again as he took off in the direction where the pink haired dragon slayer was standing before.

"It's no use anymore! He is possibly death!" Erigor chuckled while watching his other opponent racing down the path of the pink haired dragon slayer on his own.

Cannonbolt kept racing toward from where Natsu had fallen down ignoring Erigor. Suddenly from below the canyon, a powerful rush of fire shot up into the sky sending Cannonbolt sprawling back on the track. Erigor floated there dumbfounded as the fire took form of a hand. Without even melting the tracks or burning the wood that suspend the tracks, it grab onto the tracks, pulling something up from below revealing itself as extremely pissed off Natsu.

"Natsu!" Happy exclaimed happily glad to see his friend alright. Cannonbolt rubbed his head as he again got up on his feet wobbling. "Remind me to never do that again!" He mumbled.

"Whew! That was a close call!" Natsu sighed in relief as he landed back on his feet. He flexed his hand balling it into fists while adding. "Change the property of fire. I can do that Macao!"

"What the-how did that happened?" Erigor gasped, still flabbergasted from what he saw.

"You must have gotten cold being naked like that!" Natsu called Erigor. "Want me to warm you up, okay?"

"I don't see you covered fully either!" Erigor retorted making Natsu angrier. "You are just a fly!"

"I will blow you away!" Natsu exclaimed angrily as he slammed both his arm together and took a deep breath while his cheeks expanded. "FIRE DRAGON ROAR" He yelled followed by a torrent of blazing stream of fire to blown upward toward Erigor.

Erigor immediately counter Natsu's attack with his own, "STORM WALL!" A purple magic seal appeared before the wind mage as he protected himself with a shield of wind. Both their attack collided causing an explosion to occur followed by a cloud of smokes. The wind mage emerged from the smoke completely baffled by the display of the pink haired dragon slayer's power. 'Who is this wizard? So this is what a Fairy Tail wizard is like?'

Cannonbolt was also impressed by the long range attack Natsu is capable of. He himself had never thought of changing the property of fire to such an extent! Natsu was really amazing!

"I have to admit I am really impressed…" Erigor chuckled. "…from both of you!"

"Huh?" Natsu asked confused.

"How about we get a bit more serious now?" Erigor grinned. "All of us!"

"Now I am fired up!" Natsu smiled.

"Bring it on!" Cannonbolt exclaimed.

Erigor crossed his arm while holding his scythe and began to spin it rapidly as he chanted, "STORM MAIL" All of a sudden, many air currents gathered around him and created a tornado around his body.

Natsu grinned as he engulfed his arm with fire and leaped at Erigor.

"Watch out!" Cannonbolt warned, but he was too late.

The Dragon Slayer was pushed back to the ground rather hard. Erigor chuckled while lowering down his altitude. "What's the matter? Is that all you got?"

"Damn it! If you are going to hide behind that wind thing…" Natsu yelled, igniting his fists with flames, "…Then I will have to tear it apart. FIRE DRAGON IRON FIST" He leaped again at Erigor to punch the winds surrounding him, but just as his fist was about to connect, his flames disappeared as he was hurled back to the bridge.

"What just happened?" Natsu exclaimed, shocked. "My flames just disappeared."

"As suspected!" Erigor noticed. "Without those flames you don't have any destructive power anymore. It looks like you are done, kid."

"Oh yeah!" Natsu growled in frustration.

"My 'Storm Mail' wind always blows outward toward my enemies. Do you understand?" Erigor snarled while Natsu was being pushed back more. "Your flames can't withstand my strong winds."

"Say what?" Natsu asked, shocked

Erigor rose up higher inside his self-made tornado. "Your flames can't survive my strong wind!" He yelled.

"Did you forget someone?" A cocky voice was heard from behind Natsu.

Suddenly, a fast spinning, yellow sphere surpassed Natsu and ricocheted off the ground toward a wind-wrapped Erigor. Just as Cannonbolt was about to smash into Erigor, he was blown back to the ground as well.

"Same goes to you Take-Over wizard?" Erigor laughed. "My wind not only extinguishes fire, but it can also repel anything that comes near me."

Cannonbolt sneered as he rolled up into a ball again and began spinning rapidly, kicking up dust. After gaining enough momentum, he shot at Erigor at a rapid pace. Cannonbolt was just about to strike Erigor when he was deflected again and was smashed into a surprised Dragon Slayer.

BAM

"That hurt!" Cannonbolt groaned.

He rolled off the pink haired Dragon Slayer, wobbling back onto his feet followed by Natsu while Erigor continued laughing at them. Cannonbolt was shielding his face with his arm while the latter one was grunting in anger, his scarf moving in the wind.

"Don't you get it yet?" Erigor cackled as the wind around him became more turbulent. "You Fairy Tail brats will never be able to beat my wind."

"You are nothing!" Natsu retorted, struggling against the intense winds. "You're just enclosed in some wind typhoon!"

"I have defeated guys that were way more powerful than you." Cannonbolt growled.

"You will never able to touch me!" Erigor snarled. "Eat this! STORM SHRED" Barrages of wind blades, shaped into flat, elongated and arched projectiles were fired rapidly at the Fairy Tail duo. Cannonbolt rolled into ball and raced toward Erigor while dodging several wind blades before ricocheting off the ground and fired at the twister. However, just like before, he was again pushed back to the track. Meanwhile, Natsu was also dodging many wind blades before landing swiftly on the ground. He growled, engulfing his fists in fire.

"Now, you're going to get it!" He jumped toward Erigor, but again he was blown back and sent crashing into Cannonbolt.

"Strange." Natsu growled, rising on his feet. "Even our best attacks aren't getting him either!"

"Yeah!" Cannonbolt admitted. "His winds are preventing us from getting closer to him."

"What's the matter, punks? Is that all you got?" Erigor chuckled from within the twister. "I was expecting a little more difficult fight from you both."

"You asked for it!" Cannonbolt growled as he turned toward Natsu. "Use your Dragon Roar."

"What?" Natsu asked, confused.

"Trust me!" Cannonbolt smirked. "Just do it!"

Natsu nodded as he took a deep breath, followed by a torrent of blazing fire ripping from his mouth toward Erigor. "FIRE DRAGON ROAR!"

Cannonbolt curled up into his sphere form and got in front of Natsu's roar, which increased his speed and engulfed his body on fire as he headed towards the Eisenwald master.

The wind mage was stunned by this, but he didn't flinch as he countered Cannonbolt with his own attack. "STORM SHRED!"

Cannonbolt collided with Erigor's wind blades, diminishing them on contact with his hard plates; although, his speed got lowered before he could reach Erigor. His flames extinguished as he was sent crashing back down to the railway bridge.

"I knew that gonna hurt like hell…" Cannonbolt mumbled, rising back on his feet. His whole yellow body plates were lightly bruised, due to Natsu's roar. He had to admit that this wizard as well as his wind power is proving to be quite an annoyance.

Erigor growled in anger. "I grow tired of this. I'll just end this right now."

"Then I guess it's time to go Ultimate!" Cannonbolt retorted before tapping his Omnitrix and was engulfed in another flash of green light. When the light died down, it revealed the same looking Cannonbolt; however, he had hard, grayish-blue, metallic-colored skin. His shell had cylindrical studs with small spikes pointing out. He had had three spikes on each back segment and two on each shoulder, wrists, and legs plates. The Omnitrix symbol had four spikes protruding from it while the Fairy Tail mark was still on his left upper arm.

"ULTIMATE CANNONBOLT" Ben yelled.

* * *

**OMNITRIX DATABASE**

As Ultimate Cannonbolt, his body is light metallic cyan with a darker shade of gray on his now a metallic armor with cylindrical studs that turn into spikes when he goes into his ball form. In this state, he offers increased defense and more offensive capabilities therefore he can do more damage than normal; he also has increased speed, momentum and can bounce even higher.

* * *

Natsu and Happy's eyes were bulging out while their mouths were wide open. "Whoa!" was the only thing the pink haired Dragon Slayer could say. On the other hand, Erigor was totally dumbstruck by this sudden transformation. Ultimate Cannonbolt looked more vicious and seemed to possess greater capabilities than before.

"What are you?" Erigor asked, stunned.

"Your worst nightmare!" Ultimate Cannonbolt retorted before into a grey, spiked ball.

He dashed toward Erigor, leaving a dust trail as he bounced off the ground. The wind mage noticed that Ultimate Cannonbolt was losing his pace slower than before.

"STORM WALL" Erigor yelled.

Ultimate Cannonbolt collided with the Eisenwald master's attack, creating a huge explosion as he was sent crashing back on the ground near Natsu. When the smoke cleared and the wind mage was revealed, he was totally freaked out as he sensed the power behind the attack Ultimate Cannonbolt possessed. 'Who is he? That was extraordinary. I have never met any Take-Over mage with such quality.' He thought while the wind around him lowered.

"Whoa! What is that Ultimate thing?" Natsu asked, grinning.

"The Omnitrix has the ability to evolve my transformation to increase their abilities to their peak limits." Ultimate Cannonbolt explained. "I call them my Ultimate forms."

"I didn't get it but it surely comes in handy!" Natsu commented as ultimate Cannonbolt sighed. Their attention was then drawn by the wind mage.

"Don't get too cocky just because you changed your form. It won't make any difference!" Erigor roared, bending his arms and pointing his hands towards the sky, with his index and middle fingers stretched. He placed his two index and middle fingers in 'X' pattern in front of him, generating a halo of light around his hands. "The soaring wind magic which will tear you flies apart."

Ultimate Cannonbolt and Natsu got tensed, the former one eyes narrowed while Erigor was initiating his most destructive spell. The wind mage grinned as the gusts became stronger and picked up more speed. "EMERA BARAM!"

"Emera Baram?" Happy thought as he suddenly remembered something. "It will cut you into pieces if it touches you." He shouted worriedly.

"That doesn't sound good!" Natsu whispered.

"We'll see about that!" Ultimate Cannonbolt growled as he immediately curled into a spiked ball and kept rolling in place, gaining momentum and confusing both Happy and Natsu.

"Say goodbye, you Fairy Tail brats." Erigor chuckled, unfazed by Ultimate Cannonbolt's action as a big purple magic circle appeared in front of him. Suddenly, a large, concentrated blast of wind blades fired towards the Fairy Tail duo.

Ultimate Cannonbolt shot forward at Erigor's destructive attack while getting in front of Natsu, blocking him and enduring the wind mage's attack on his own. However, Natsu still lost his footing as he was sent flying back before crashed further down the bridge. The whole track was disrupted while it was covered in smoke, engulfing everyone in the process. When the smoke cleared, Erigor was amazed and dumbstruck as Ultimate Cannonbolt was still rolling in place while Natsu was lying some distance away on his front. Ultimate Cannonbolt stopped rolling as he uncurled himself, revealing that he was nearly unscathed, with light bruises on his metallic body; although, he was panting slightly.

"Impossible! I'm surprised to see that you blocked my Emera baram and that you're still in one piece!" Erigor yelled, stunned by the sheer display of power he had witnessed. Meanwhile, Natsu returned to his feet, slightly more bruised than Ultimate Cannonbolt.

"If you want the Guild Masters…" Natsu stated angrily, removing his vest and letting it flew away in wind. "Then you will have to fight with the Fairy Tail's squads."

"You really had to strip your clothes to prove your point!" Ultimate Cannonbolt groaned, but it didn't fazed Natsu a bit.

"You flies are really annoying me!" Erigor snarled, regaining his senses.

"I suggest you give up!" Natsu shouted as he leaped at Erigor again with his fists engulfed in fire. But just before he could come any closer to the Eisenwald master, he was blown back to the bridge; however, he managed to land on his feet this time.

"What a stubborn brat you are!" Erigor growled in frustration.

"What's wrong?" Natsu exclaimed. "Why?" He whispered as he grabbed the train track and started heating it up with his whole body engulfed in an inferno.

"H-He is…" Ultimate Cannonbolt stuttered, amazed by the power Natsu possessed.

"Why can't I get any closer to that creep?" Natsu roared out his anger as the flames around him burned more brightly and ferociously. "I will get you somehow!"

'He has interesting magic. It's like his emotion are increasing the power of his flames.' Erigor wondered with his eyes widened.

"What's this?" Ultimate Cannonbolt realized in awe. "Its look like Erigor wind is flowing into another direction."

"Aye" Happy agreed.

Natsu roared out another scream, his body burning hotter.

'Flames of emotions,' Erigor thought. 'So it was true that there was some magic like that long ago.' But his attention was drawn to his wind, which was flowing away from him. "What's this? My wind is blowing towards him." He gasped.

"Yes" Happy realized something as he called for his pink haired Dragon Slayer, "NATSU"

Natsu turned to his best buddy, still engulfed in flames. "Just stop. You can't beat him. Let Gray or Ben handle him." He said nonchalantly.

"What did you said?!" Natsu roared, a vein throbbed on his temple. The flames around him grew hotter and ferocious as he let out another angry wail.

"He somehow is tearing apart my Storm Mail!" Erigor said with panic written all over his face. Suddenly, his Storm Mail disappeared leaving him almost vulnerable and unguarded. He gritted his teeth. "You stubborn boy!"

"Whoa! He dispersed his wind armor. But how?" Ultimate Cannonbolt muttered, fascinated.

"The superheated air surrounding Natsu moved upward extremely fast, therefore creating a low pressure in that area. And wind always flows from high pressure to low pressure areas." Happy explained.

"I will beat you!" Natsu roared with flames and hot winds towering him.

"Then let's finish this!" Ultimate Cannonbolt smirked as he rolled up into ball and fired toward Erigor. The wind haired mage managed to block a spinning Ultimate Cannonbolt with his scythe, but was severely pushed back from the blow, making him lose his grip on his scythe and becoming completely vulnerable to Fairy Tail duo.

"You…" Erigor tried to say but was interrupted when Natsu shot forward like a rocket and head-butted the wind mage directly in the chest, making him cough blood.

Natsu chanted, "FIRE DRAGON SWORD HORN!" A horn of flames originated through Natsu, and took the wind mage high in the air. The air was knocked out of Erigor's lungs as he plummeted on the railway track, just beside where Lullaby laid.

"How was that Happy?" Natsu exclaimed to the blue cat.

"Great!" Happy cheered with a smile, waving his paw. "You showed him that if you mess with the Salamander, you're gonna get toasted!"

Meanwhile, Ultimate Cannonbolt came rolling toward them and uncurl back to his humanoid form. He was just about to greet Natsu upon his victory when he halted, seeing the conversation between the pink haired Dragon Slayer and the blue cat.

"That's wasn't what you said a while ago." Natsu said, irritated.

"I don't remember what I said because cat's have short memory." Happy exclaimed flatly.

"You told me a while ago that I can't beat him and I should just let Erza fight him." Natsu retorted angrily.

Ultimate Cannonbolt sweat dropped. 'His memory is even worse than what I thought.'

"I didn't say Erza; I said Ben or Gray…" The blue cat corrected. "But anyway you won, Natsu."

"Well I think I also helped it!" Ultimate Cannonbolt interrupted. "However, you land the final blow." Ultimate Cannonbolt tapped the Omnitrix and in two flashes of emerald light, he transformed back to human.

"No, we won." Natsu corrected, smiling broadly while waving his hand in the air. "I wonder why my last attack works unlike the others."

"Because you didn't plan it nor Erigor had expected it!" Ben replied, grinning.

Suddenly, a green magic mobile was racing toward them, driven by the scarlet haired armored mage, while Gray, Lucy, and Rook were poking their head out through window. They halted just in front of the Fairy Tail trio.

"Hey! You guys are already late!" Natsu remarked. "It's already over!"

"Aye" Happy chimed in.

"As expected!" Erza congratulated while Lucy was helping her off the magic mobile.

"Erza, are you okay?" Lucy asked, concerned.

"Don't worry about me." Erza responded with a gentle smile.

"I can't believe it!" Kageyama muttered as he got out from the automobile, staring at the badly bruised and beaten wind mage. "Erigor was defeated by these brats."

"What is he doing here?" Ben asked as soon as his eyes fall on Kageyama.

"He would have died if we had not brought him along." Rook replied as a smile crept on Ben's face.

"So you actually had a hard time with this guy." Gray scoffed, his arms crossed.

"Hard time?" Natsu repeated. "I actually wiped the floor with him."

"Aye" Happy chimed.

"Yes, I can see that!" Lucy remarked gazing at the destruction, Natsu and Ben caused.

"Anyway, I don't think taking off your vest was needed to beat him." Gray retorted, eyeing Natsu who was only in his scarf up from his waist.

"Look who's talking!" Natsu shot back. "Pervert!" It was true Gray had again stripped down his clothes in a blink.

"Oh crap!" Gray muttered as he searched for his clothes.

Natsu turned toward Omnitrix clad hero. "Ben, lend me your jacket!"

"What?" Ben asked surprised due to the sudden demand. "It's my only favorite jacket with me. You shouldn't have thrown yours."

"Lucy, give me your top!" Natsu demanded.

"Why mine?" Lucy snapped kicking Natsu in the abdomen, furious why the Dragon Slayer will demand such a thing from her.

"Rook?" Natsu groaned looking at his figure in black cloak. "What about your cloak?"

"Shut up!" Rook replied.

The pink haired Dragon Slayer turned toward his best buddy. Happy knew what he was about to ask and immediately answered. "Cats don't wear any clothes."

"Leave it!" Natsu said nonchalantly. "I don't need clothes."

Erza smiled. "You both did a fantastic job. You both succeeded in protecting the Guild Masters."

"And eventually everybody," Gray added. "Although, I am sure that Ben did the majority of the beating."

"Actually, Natsu landed the final blow." Ben admitted while rubbing his head.

"I don't believe it!" Gray scoffed, "Flame-brain doesn't have so much of a brain."

Ben sweat dropped hearing Gray as he remembered how Natsu ignorantly dispersed Erigor's wind armor, and chuckled.

Rook noticed Ben as he whispered, "Was it so funny?"

"Actually, he saved me by stopping Erigor from using that flute on me." Ben replied sheepishly.

"Say what?" Gray interrupted, disbelieving.

"And Ben took Erigor's most dangerous attack for me." Natsu added.

"Aye" Happy chimed in. "It was Emera Baram."

Everybody was stunned from conceiving the news. Erza smiled again as she announced. "Let's go! We need to go to the meeting hall and report everything that happened here to the Guild Masters. Let them decide what to do with the flute."

"Yeah, that's not far from here." Lucy nodded in agreement.

No one except Kageyama noticed that the Lullaby's three eyes were glowing purple. He grinned evilly. Within a second, Kageyama took both Lullaby and the magic-mobile, using his shadow magic as he dashed away toward Clover Town.

"Kageyama!" Erza yelled, surprised.

"That's dangerous." Gray exclaimed.

"I have the Lullaby now!" Kageyama shouted, flashing the Lullaby as he disappeared in the distance.

"And the vehicle too." Rook muttered with his arm crossed over his chest, as he turned around toward the group. A sweat dropped down the back of his head as he saw everybody was gazing in the direction Kageyama had disappeared with their eyes widened and lower jaw hanging down their faces.

"Guys!" Rook said, trying to snap them out of their trances.

"We worked so hard to get our hands on that cursed flute and it gets taken away again!?" Ben yelled. "Whose idea was it for him to tag along?"

Everybody was watching Ben as he kept on shouting out his frustration. Natsu's sweat dropped, remembering it was him. "Uh…Ben, shouldn't we go after him?"

Ben calmed down immediately as an idea struck his mind. "You guys go on! I will try to reach the conference hall and warn the Guild Masters." Ben activated his Omnitrix and slammed down the dial. He was engulfed in green light and when it died down, he was replaced with a red, manta ray-like creature.

"JETRAY" Ben shouted as he took off into the sky, flying out of the giant gorge.

"He really must have worked hard to stop Erigor…" Lucy mumbled. Suddenly, she became furious. "It was all due to that jerk! We saved him and he betrayed us again."

"That stupid fool!" Natsu yelled, frustrated.

"Let's go!" Erza ordered as everybody dashed off toward Clover Town, leaving an unconscious Erigor behind.

As the group was running down the track toward Clover Town, Natsu asked, "Hey guys, will you keep it a secret that it was my idea to tag Kageyama along?"

**CLOVER TOWN**

Clover town was a rather small town situated in mountainous area surrounded by forests. It was best known for the fact that it is the place where the masters of Legal Guilds gathered to discuss various matters. Clover was located in a rather mountainous area, in the southeastern part of Fiore near neighboring nation of Bosco. A railway connected Clover Town to a series of other towns such as Oshibana and Magnolia Town.

**CONFERENCE HALL; CLOVER TOWN**

It was nighttime. The moon was above the horizon, shining brightly and filling the area with her moon light. Some distance away, a battalion of the Fiore Royal Army was marching toward Clover Town, hoping to stop the Eisenwald Guild from using the forbidden magic of Zeref and endangering the Guild Master's lives.

A red manta ray-like creature was floating above the conference hall, overlooking the building. He had searched throughout the town for Master Makarov, and was now at the final building.

"I guess this is the one!" Jetray spoke up. He descended down to ground and was enveloped in bright flash of green light. The light disappeared to reveal a nineteen-year-old Caucasian boy with shaggy brown hair. He ran toward the main gate that leads inside the building. He slowly pushed open the door to witness a party going on inside. Groups of old aged men were spread throughout the room and were having fun amongst themselves, drinking alcohol and feasting. He slapped his forehead in frustration. He decided to tiptoe out of the hall since no one had noticed him entering.

"Who are you, kid?" A voice spoke out, startling the Omnitrix hero. "And what are you doing here so late?"

Ben sighed as he turned around to find a slim man of average height, maybe in his late fifties. His mildly squared face is crossed by several wrinkles, specifically on his mouth's side, below his eyes and on his forehead. Despite his seeming age, his hair was kept in youthful style, almost reaching down to his shoulder in a straight cut. He was also wearing a pair of sunglasses. He was wearing a simple set of dark clothes, namely, a plain T-shirt and a pair of pants. He has dons a distinctive headgear, being a dark hat possessing a wide brim and a torn top pointing backward circling the hat in a lighter band sporting massive, rounded spikes and a virtually identical collar around his neck. He was Goldmine, Guild master of the Quatro Cerberus Guild.

"Uh…I'm Ben Tennyson!" Ben said nervously as he looked again at the groups of old men while searching more specifically for a dwarf old man. "I'm sorry to bother you; I thought that the Guild Master meeting was going on here."

"Ben Tennyson?" Master Goldmine repeated as something stuck his mind. "Aren't you that new Take-Over mage from Fairy Tail?"

Ben blinked in confusion.

"Well?" Master Goldmine asked again, waiting for reply.

"Y-Yeah," Ben stammered, confused how that old man knows about him. He guessed that maybe Master Makarov was the reason behind that. He thought to decline about him being a Take-Over mage but voted against it. He really didn't want to be a topic of discussion for others.

"Don't worry! You're at the right place." Master Goldmine stated as Ben blinked again at him before turning around toward the groups of old men. He once again blinked in bewilderment. Maybe Master Goldmine had read what was going on in Ben's mind. "The Guild meeting is already over. We were just enjoying our time being here."

Ben nodded understandingly, and asked seriously, "Okay, so where's Master Makarov?"

"Makarov sweetie," Another voice repeated from behind Ben startling him. "I don't think he's currently here!"

"Uh…" Ben turned around toward in the direction of new voice and froze in his place. His eyes bulged out and his lower jaw hung down while sweat was forming on his forehead.

The new voice was of an elderly, bald and cross-dressing man. He was wearing a purple spaghetti strap shirt accessorized by a gold and fuchsia hoop necklace and a vertical striped pink and purple short. He has also red lipstick and blush on each cheek. He also has small, white wings on either side of this back. He was Master Bob, founder and Guild master of the Blue Pegasus Guild. And yes, Master Bob is also gay.

"You are such a cutie!" Master Bob commented flirtatiously, hands on his cheeks and a twinkle in his eyes.

Ben immediately closed his mouth shut as he wipe away drools running out from the corner of his mouth and hurriedly scooted away from him. He didn't know if he should be complimented or insulted from being called a 'cutie'. He just nodded in response.

"I am Goldmine, Guild Master of Quatro Cerberus," Master Goldmine introduced, fully aware of the mental state, Ben was in. "And he is Bob, Guild Master of Blue Pegasus."

"So, what is a cutie like you doing here?" Master Bob asked, getting closer toward Ben, causing the Omnitrix hero to scoot away.

"Huh?" Ben responded confused when he remembered why he was here. After looking for Master Makarov in almost all over the town, he had nearly forgotten his reason of looking for him. His expression immediately turned dark serious. He explained everything leaving a few unnecessary details about what had happened back in Oshibana station. He filled them in about what Eisenwald was planning to do with Lullaby and what their so called 'ultimate aim' is. He also told them the result of his and Natsu's fight with Erigor and how another dark mage escaped with Lullaby again and was heading their way.

"I managed to get here faster to warn Master Makarov before it was too late." Ben finished as he took a deep breath and sighed in relief. He noticed that, all the Guild Masters were still calm as if nothing had happened. It was really rare for him get such an expression from ones whose lives were in danger.

"Uh…" Ben stuttered. He was already annoyed by Master Bob and now it seems like the other Guild Masters don't believe him. He should have known that they wouldn't believe a stranger. It would have been easier if Master Makarov were present at the moment.

"I guess you should be worried!" Ben added in, hoping for an affirmative response. "Aren't you?"

"Let's go and see Makarov." Master Goldmine stated calmly with his arm crossed, ignoring Ben's previous question. "He possibly should be outside in the woods."

Ben was surprised by the uttermost shocking calm and peaceful behavior from these Guild Masters. Either they were not taking the situation seriously or he was still ignorant about the people here as much as he was when he had first arrived in this universe. He still voted against the latter one.

'Wait a minute! Woods…?' Ben raised his eyebrow confused again. 'What would Master Makarov possibly be doing in the woods?'

Master Goldmine silently walked outside of the building. Ben decided to follow him as he could possibly lead to where Master Makarov was; however, he wasn't left alone. Master Bob was also tailing him closely.

**OUTSIDE CONFERENCE HALL; CLOVER TOWN**

Kageyama, a member of Eisenwald guild, had made it to Clover Town and he currently stood on a hill, overlooking the conference hall building. He was standing with his left hand against a tree, his right hand holding the cursed flute, Lullaby. Inside the conference hall was the Guild Masters, unaware of the threat approaching toward them. Once that cursed flute was played, all the Guild Masters will die and Eisenwald will succeeded in their mission.

"Great! It shouldn't be any problem for the sound of Lullaby to reach them from here." Kageyama muttered under his breath. "Yes! Finally the time is here!"

Just then, an old man's mumbling attracted his attention, making him flinch in shock. That old man was none other than Master Makarov, sitting on a chunk of rock while Kageyama was frozen in his place. He was ogling at the pictures of Sorcery Weekly Magazine with a blush on his face while passing various perverts comments like "These young ladies are very beautiful!", "The young wizard these days are really up in their both looks and skills.", and "These photos are the best!"

Suddenly, the old man stood up with behind him as he mumbled, "No! I don't have time to be looking at these! I have better things to do right now." He turned around only to cry in shock as soon as his eyes fell upon the raven haired mage. His eyes widened as his jaw dropped. He was sure that this kid had heard him and thought he was a pervert.

"Oh no!" Master Makarov exclaimed, waving his hands nervously in comical fashion while Kageyama sighed in annoyance. "This isn't what you think, boy! These pictures are part of my research. Besides…" Immediately, he noticed the condition of Kageyama, wrapped in bandages all around his body above his waist. "I see that you have been badly injured! And what are you doing here so late in the evening?" He added in.

"Well!" Kageyama stammered, trying to say something when a thought struck his mind. 'Wait a minute! Isn't he Makarov, Master of Fairy Tail. I am so sick of that guild already.'

Master Makarov noticed that Kageyama was indulged in his own thought so he decided to silently leave that place. He turned around and was leaving when Kageyama called for him. "Excuse me?"

"Hmmm" Master Makarov responded, turning around.

"If you have the time, would you like to listen to something?" The raven haired mage said, smiling while flashing Lullaby to the old man. "I wasn't allowed to bring the instrument inside the hospital so…"

Master Makarov looked at the flute as Kageyama added again. "I-I just wished you'd listen while I play!"

"That's a scary looking flute you got!" Master Makarov pointed out while eyeing that flute carefully.

"No! It may look strange but it has a lovely tone to it!" Kageyama assured, smiling.

The old man was looking at the flute suspiciously as he took a deep breath. "I am really in a bit of hurry," Master Makarov replied calmly, "but I guess I can listen to a song."

"Okay thanks!" Kageyama responded, still with that fake smile plastered on his face while he thought. 'I win!'

"Please listen very carefully." Kageyama requested politely.

"Alright!" Master Makarov replied as the onyx haired mage got ready to play the flute. The flute was just inches away from his lips, but he couldn't get any closer. His thoughts interrupt him.

"Come on, do it!" Kageyama whispered to himself, while the thoughts of his Guild members invaded his mind. He remembers the motives why he had got his hand on Lullaby, why Eisenwald wanted revenge, why the Guild Masters should die, and why he was doing all these things?

Kageyama tried to blow the flute with the new found evil determination when another thought invaded his mind. But this was the thoughts of Fairy Tail's team who tried to stop them, but didn't meant to harm them. How Ben and Natsu stood up for him against Karacka. How the latter one helped him and took him so that he didn't die after being left behind. What had Gray said to him earlier about everything doesn't needed to be solved by fighting and dying. How much Fairy Tail trusted him to tag along, and what did he do: betray them.

In the meantime, the Fairy Tail strongest team, minus Ben, reached above a cliff some distance away as their eyes fell on Master Makarov.

"There he is!" Natsu stated, looking down in the woods.

"Master!" Erza, Lucy and Gray exclaimed in unison.

"We should hurry!" Rook suggested, "Kageyama is already there!"

"Shh" A low voice was heard from behind the group. They turned around to see a cross dressed old man with wings on his back and the Omnitrix hero under his arm gasping for air. Natsu, Lucy, and Gray flinched in shock and terror, with their mouth gaped wide and eyes bugging out. "It's getting to the good part. Watch closely!" He added with that permanent blush on his face while Ben tried his best to free himself.

"Oh, you two are also so cute!" Master Bob commented with heart in his eyes while looking closely at Natsu and Gray, who in turn freaked out further. "You are just my type!"

"Please! L-Let me g-go," Ben shuttered while struggling. His face was turning blue while the other Fairy Tail duo's face was turning white.

"Who the heck is that?" Lucy asked Erza, sweating bullets while freaked out by the cross dressed, overweight old man as she hid behind the scarlet haired armored girl.

"Master Bob!" Erza answered, unfazed.

"Oh Erza, is that you?" Master Bob exclaimed, eyeing the scarlet haired armored girl. "You have grown so much."

"Are you serious? He is the master of Blue Pegasus Guild?" Lucy asked in disbelief.

In the meantime, Master Makarov was still waiting patiently for Kageyama to play the flute, but the latter one was hesitating. He wanted to play but something was holding him back.

"What's the matter?" Master Makarov said, getting a little impatient. "Hurry up and play it already."

Kageyama gulped as he nodded and get ready to play the flute. He brought the Lullaby closer to his mouth.

"We must stop him!" Erza gasped, worried for the old man.

Natsu and Gray were still having the terrified look on their faces, due to being bothered by Master Bob, while Ben was sitting on ground on his butt, panting heavily. Rook was by his partner side, kneeling and patting him on the back with a bemused expression plastered on his face; although, it was not visible to others, courtesy to his dark cloak.

"We said we will keep quiet and watch!" A new voice spoke up. "This is the good part right here!"

The group turned around to find a distinctive hat wearing, with average height, an old man leaning against a tree with arms crossed over his chest. Lucy gasped in shocked. "The Master of Quatro Cerberus"

"Master Goldmine!" Erza finished.

"Well?" Master Makarov asked again, getting more impatient with a stern look on his face. The raven haired mage shuddered while eyeing the cursed flute, but failed to notice the Lullaby's eyes glowing again.

'I just need to blow on this thing then everything will change.' Kageyama thought, while his hand was trembling and lips shaking. He was still in the middle of his mind conflict, deciding his path.

Master Makarov sighed as he got silent for a moment. He turned to Kageyama and interrupted, "I don't think anything will change."

Kageyama gasped in shock as his eyes opened wide. He looked down at the dwarf old man. How could he know about his thoughts?

Master Makarov took a deep breath as he continued calmly, "Humans are really weak, you know. But I think that the weakness is always the negative thing. Humans have always been weak creatures even from the start. Feeling uneasy when we were alone formed various guilds, where we have allies and friends. In order to thrive, we formed bonds with each other and progress ahead. These relationships might run tomorrow into obstacles for every person or might take time to form, but still as long as we try to always progress, we will be filled with the lots of powers from within. Living a life means being able to do what you want on your own. And not relying on anything like that flute."

Everybody from the cliff was watching Master Makarov saying those touching words. Ben eyes were widened in surprise as a pleasant smile crept on his face. The other Guild Masters were hearing everything calmly. A smile appeared on every Fairy Tail member present there at the moment.

Kageyama eyes were widened too in surprise as he was shaking after hearing the old man words. Tears filled his eyes as he loosened his grip on Lullaby, letting it fall down on the ground. He fell to his knees and kneeled before Master Makarov in defeat. "I surrender!" He breathed out while tears were streaming down his face. "I'm sorry!"

"Master!" Erza and Lucy exclaimed while they were running toward their Guild Master while others were following them from behind.

"Hey Gramps!" Natsu and Gray called out in unison, big smiles plastered their faces.

"Whoa!" Master Makarov exclaimed, surprised to see his Guild members here. "What are you kids doing in Clover?" he asked.

"Great as always!" Erza stated overjoyed as she caught the small old man into a hug before smacking him to her breastplate, causing him to yelp in pain. "That was wonderful! Those words were so moving."

"That hurt!" Master Makarov groaned, rubbing his head. "But I like it." He added in perversely.

"So, I guess that settles it." Gray stated happily, with his hand folded upon his bare chest.

"And I'm glad it does." Ben added in smiling.

All of a sudden, in the midst of their happiness, the Lullaby's eyes glowed once more while purple-blackish mist slips out of its eyes along with purple sparks firing out from it.

"Just a bunch of coward wizards!"A male voice boomed out of it. "All of you here, right now!"

Everybody gasped from hearing such a demonic sound. The Fairy Tail strongest team along with their Guild master witnessed the Lullaby speaking. "Something came out!" Happy stated worriedly, pointing toward the flute.

A large purple magic circle appeared in the night sky, lightning and sparks generating from it while the mists originating from the flute rose upward toward the magic circle. The flute rolled the mist into the magic circle as another booming voice echoed the atmosphere. "I can't stand it anymore. I will just eat all of your souls."

Without warning, something huge came out from the magic circle. It was like a demonic version of the flute. It was an extremely tall beast with three big pink eyes on its head, two legs, two arms, and one head. Various cutouts can also be seen on its wooden body. It was one of the Living Magic creations of Zeref, The Lullaby. It towered over the conference hall as it stared down angrily at its prey. "Your beautiful souls! That's what I will devour."

Lucy stated in shock. "This is so scary."

"It is!" Happy agreed.

"What is that things?" Ben muttered with his eyes wide opened. "I never knew that a flute could be so dangerous."

"That thing!" Kageyama gasped, his jaw dropped and his eyes bulged out. "I had no idea that's the flute real form."

"Oh my!" Master Bob exclaimed, hands to his cheek.

Master Goldmine explained with his arm crossed over his shoulder. "That's the demon from the Book of Zeref!"

"Why did that flute turn into a demon?" Rook asked, stunned by the sudden appearance of a demon.

"That monster is the Lullaby Spell itself. It is called Living Magic and that is called Zeref's true magic." Master Goldmine explained while Lullaby roared.

"Living Magic?" Erza asked, surprised. She herself never knew such a thing existed.

"Zeref is the most evil mage Earthland has ever witnessed. It's his magic through which this monster was created. The magic used is called Living Magic." Master Bob explained.

'Zeref.' Ben was really getting angry hearing how evil this Zeref guy could be.

"So now!"Lullaby said lowering its body above the strongest team of Fairy Tail. "Which one of you should I dine on first?"

Ben eyes narrowed in anger, hearing a flute which had somehow turned into a monster threaten them. There was no way he'd let a flute threaten him and get away with it.

"What did you say?" Natsu growled angrily. Suddenly, his anger was replaced by curiosity and a question mark. He turned to Ben. "Hey Ben, our souls are even tasty?"

Ben turned to the Dragon Slayer, confused. "What?"

"Forget it!" Natsu shrugged as he turned toward the ice mage. "Gray! Do you know about it?"

"How should I know?" Gray retorted, a vein throbbed on his temple. "Don't ask me."

"Always thinking about eating!" The Celestial Wizard exclaimed, shocked by the sudden behavior change in Natsu.

"Natsu…Gray…Can you stop fighting for now?" Erza ordered, turning around toward the two mages.

"Oh…How bossy!" Natsu gritted his teeth.

"Don't order me around!" Gray added, clenching his teeth too.

Erza eyes narrowed in anger, as she said darkly. "I am counting on you!"

"Yes ma'am!" Natsu and Gray chirped in agreement with hands wrapped around each other shoulders while sweating bullets.

"They are a happy couple again!" Rook grinned.

"I still don't believe, why they fear Erza so much!" Ben wondered. Then his attention was grabbed by another roar from Lullaby.

On the other side of the town, the battalion of Rune Knights and soldiers kept marching toward Lullaby, encouraging each other verbally to conquer the demon.

"That monster is all bark and no bite!" one soldier exclaimed.

"Let's get it." Another knight suggested.

"Charge!" All yelled in unison as they dashed toward the monster with their weapons ready.

"Stay out of this, you weaklings." Lullaby roared as a big purple magic circle appeared before its mouth followed by an energy type beam fired from it, causing a mountain behind the royal army to be destroyed and scattered into pieces in a single blast. Everyone cover their eyes from the light generated due to the explosion. When the light disappeared, the battalion of the Fiore Royal Armies was baffled and was forced into full retreat, seeing a mountain destroyed in a single attack.

The strongest team of Fairy Tail tensed from witnessing the mere display of power of Lullaby. The flute demon turned toward the group of wizards and Omnitrix hero.

"Alright! I have decided to eat all of your souls, most stubborn wizards."Lullaby confirmed with another roar.

"Sounds like fun!" Natsu growled with a vein throbbing in his temple. "Why don't you just go ahead and try it now?"

"You might be bigger, but you won't stand a chance against us." Ben said cockily, activating his Omnitrix.

"Was it necessary to say that?" Rook mumbled under his breath.

"What? If you don't have any witty comment then why shouldn't I?" Ben retorted.

In the meantime, all the Guild Masters were off in the distance watching the whole ordeal before them while Lucy stood with them with a hand to her mouth. "The part of this duel will be just the five of them." She muttered in awe and worried for her friends.

"Exclude me!" Rook interrupted, heading toward them. "I do not have any magic to fight that demon."

"What about you?" Happy asked Lucy.

Lucy gave a fake smile, hiding her fear while she lied, "Oh, I don't think I have any other Celestial Spirits left that I can summon today."

"Excuse me?" Happy asked again.

"Shut up cat!" Lucy yelled, getting frustrated by the blue cat antics.

Suddenly, Lullaby's all the three eyes glowed again while it roared, its mouth in the air as another big purple magic circle appeared in the sky, sending out a powerful shockwave of hoarse sound, which caused everyone to cover their ears, except Mater Goldmine and Master Makarov.

"Scary!" Lucy stated, covering her ears.

"What a horrible voice!" Rook exclaimed, doing the same while his cloak was waving in air.

"It has already begun!" Master Goldmine commented with his arm still folded.

"Oh no!" Master Bob said calmly.

While the other Guild Masters were terrified by Lullaby, Master Makarov was standing calmly in his place while a big grin rose on his face. He wasn't worried, not by a long shot. Why would he be when he himself believes that the threat was going to be dealt by 'The Strongest Team of Fairy Tail!' or to be more precise, 'The Most Destructive Team of Fairy Tail!'

From side to side, Natsu, Erza, Gray, and Ben were ready to fight. The latter one was scrolling through his playlist, looking for a suitable one encounter the demon.

"Let's go!" Erza commanded as she summoned two swords before rushing toward the demon.

"Alright!" Ben, Gray and Natsu agreed as they also dashed toward the Lullaby behind Erza. Natsu had his fists engulfed in fire while Gray had his fist surrounded in icy mist. Ben immediately slammed his right arm upon his Omnitrix as he was engulfed in a flash of emerald light and caused everyone, including the demon to shield their eyes. When the light disappeared, it revealed his Vaxasaurian form.

"HUMUNGOUSAUR" Ben roared as he increased his size up to his maximum of 60 feet. His appearance changed as his dinosaur features become more pronounced, giving him a more ferocious look than ever.

"Whoa!" Lucy gasped in awe while Rook grinned.

"He became a monster!" Master Bob exclaimed, surprised by sudden appearance of such a ferocious looking giant monster.

"What type of Take-Over magic is that?" Master Goldmine asked, amazed by the capabilities that young kid possessed.

Humungousaur roared again and ran toward that huge demon, shaking the ground in the process. Lullaby wasn't fazed one bit by the sudden appearance of a dinosaur as it threw a punch along with another roar at the incoming Vaxasaurian. But to his amazement, Humungousaur blocked his punch with his bare hand before pushing him back a little. He immediately took another run toward Lullaby.

"Re-quip!" Erza exclaimed. Her body was engulfed in a glowing bright light, and when it died down, she was in her Heaven's Wheel Armor, equipped with two swords in her hand. She flew toward the stumbling demon, courtesy of Humungousaur, swinging both of her swords and striking Lullaby in the chest and made the demon flute cry out in pain.

Gray placed his right fist into his left palm as mists surrounded him, followed by a light blue magic circle to appear before him. "ICE MAKE: LANCE!" With his arms extended forward, he created long, curved ice lances that impaled Lullaby in its waist, causing it yelp another painful cry.

Natsu slammed his fist together as he quipped, "Are you ready for this?" He immediately leaped toward Lullaby with his right fist engulfed in blazing fire while he chanted, "FIRE DRAGON IRON FIST!" The pink haired Dragon Slayer smashed his right fist into Lullaby's face, causing it to stumble more.

Humungousaur punched Lullaby square in its abdomen, bring another cry of agony from it.

The Fairy Tail's mages continued their onslaught, using their magic and, in Humungousaur case, using his bare muscular giant hands. Erza kept slashing Lullaby at different places while floating in the air. Gray and Natsu kept tormenting the beast with their respective ice and fire magic. Humungousaur kept pounding on Lullaby while blocking its various counter blows. Down to the Guild masters, they were commenting among themselves while watching the shivering display of power.

"He has fire in his hand!" A Guild master commented, referring to Natsu.

"The other one is using ice spells!" Another commented, referring to Gray.

"That one has strong armor!" Third one said, referring to Erza.

"And he is using his bare hands!" Another added in, referring to Humungousaur.

"You are really pissing me off!" Lullaby roared as it swept its arm horizontally, trying to beat all four in a single blow.

But its attack was easily dodged by the Fairy Tail squad, while Humungousaur blocked its arm with his own before swiping his tail and smacking the wooden beast in its chest.

Natsu slammed his fists together as he leaped high in the air, shrouding his fists in blazing fire. "FIRE DRAGON WING ATTACK!" He yelled as he swung his arms forward and the fire took on the shape of a pair of mighty dragon's wings, striking hard into Lullaby.

Gray summoned a magic circle before him as he chanted, "ICE MAKE: FREEZE LANCER!" Immediately a larger version of ice lances struck Lullaby in its gut.

Erza swung her swords vertically and gashed Lullaby all-over. The overall combined attack proved fatal as the giant demon roared in pain.

Back with the rest of the Fairy Tail group, Kageyama was astonished by the different attacking tactics used by the fighting wizards. Happy was smiling while Lucy looked worried for her friends. Rook had his arm folded as he was watching the battle intently.

"This is amazing. I have never seen such a combination attack before." Kageyama commented, shocked.

"They are in perfect sync!" Lucy added.

"Aye" Happy agreed.

Lullaby roared at the top of its lung as a huge purple magic circle appeared over its head. The magic circle extended and grew bigger in size.

"That does not look good." Rook mumbled.

"Here comes the Lullaby!" Happy exclaimed, panicked.

Lullaby began charging up power for its song as its roar extended, shaking the ground as the anticipating deadly cursed song was to be played. From all around the surrounding, the air was sucked by the demon and plants life withered away.

"All the plants are starting to wither!" Lucy commented.

"It is possibly due to the curse of Lullaby!" Rook replied.

"I am gonna suck off all your souls!"Lullaby roared as a loud shockwave was released that caused everyone to cover their ears again. But instead of any music, all that came out was a wheezing breeze.

"What the heck?" Lucy screamed, shocked by the sudden change.

"I don't know anything." Happy screamed, ear plugs attached to his ears.

"What's this sound?"Lullaby asked, dumbfounded. "What the heck happened to my beautiful sound?"

"Go and find out!" Humungousaur retorted as he crouched low and leaped toward the giant demon, punching it in the gut sending it stumbling backward.

"I think it is because of all those attacks." Rook deduced.

"It can't play properly because those attacks have created so many holes." Lucy added in as she sighed in both relief and disbelief. "So, after all the action, that's it."

"Look, his tummy is empty." Happy interjected.

"How dare you?"Lullaby roared with a vein throbbing in its temple as it started a mindless rampaging. Suddenly, a magic circle appeared before its mouth and fired another energy beam at the group of wizards and Omnitrix hero.

Gray immediately crouched low and placed his arms down to the ground as mist formed around him.

"ICE MAKE" SHIELD!" A massive shield of ice protruded from the ground, protecting everybody from the attack of Lullaby. Its attack took the form of a fire wall all around it. Humungousaur brought his arm before his face shielding his eyes from the fire while his tough skin was enduring the effect of flames. He gritted his teeth in anger.

"Whoa! He's fast!" A Guild master commented in amazement.

"His use of Creation Magic is incredible!" Another added, referring to the ice mage.

"Creation Magic?" Lucy asked, surprised.

"The magic one performs through their magic powers." Happy explained with a smile. "It is used to give their magic a physical form."

"Amazing…" Rook muttered in awe while struggling to hold back his cloak.

Lullaby roared as its fire was directed toward the pink haired Dragon Slayer, who devoured all the fire. As soon as the flames vanished into Natsu's mouth, he exclaimed, "Alright, now that I've eaten those flames, I'm all fired up and ready to fight."

"What are you, a monster?" Lullaby roared at Natsu as it punched the ground where Natsu was standing.

The Dragon Slayer leaped and dodged its blow before running along the length of its arm. "What did you call me?"

"What are you doing?" Lullaby roared, watching the fire wizard climbing upon him before leaping off its shoulder, high in the air.

"Re-quip!" Erza shouted, flying toward the giant demon as her body was engulfed in another glow before revealing a different more revealing armor. The new armor was black in color, sporting some silver trimming. A pair of wings reminiscent of those of a bat was protruding from her back. Around her neck was a neck guard decorated by several gems, and her long scarlet hair was tied up in a high ponytail, with two bangs framing her face. Her large shoulder pads, each composed of two silver-edged plates one over the other, sport silver crosses on them too, and flank the high collar, whose shape is reminiscent of that of a dress. The silver-edged breastplate reveals a fair amount of her cleavage and belly, with plates flanking her hips and reaching down to her very large waist-guard, composed of very long, silver-edged plates shaped like feathers and decorated by silver crosses. The waist-guard leaves the front of her body exposed, with her groin being covered by a dark indument. The slim gauntlets come equipped with prominent protection, each sporting silver patterns. The plates guarding her legs were sliver-edged on her thighs and knees, but pitch black dark on her metal greaves. She was equipped with an intricate design sword with a multicolored purple and silver blade accompanied by two red diamond shaped gems, equally spread apart on the sword's blade. Along with that, it also has a brown hilt with a golden hand guard.

Immediately, the Guild Masters fell in love with the armor. Everybody had heart in their eyes.

"Oh!" exclaimed one of the masters. "Look at that wizard's armor."

"It's Black Wing Armor!" another confirmed. "It has enough power to increase her offensive attacks."

Humungousaur, whose body had various burn marks but nothing serious, was also distracted by the sudden change in Erza's armor. His giant face started turning red but his distraction was diverted when Gray yelled with his knees bent and his arms forward with a light blue magic circle appearing, "ICE MAKE: SAUCER!" A large, spinning ice disk was created which was fired toward the demon.

The Vaxasaurian roared as he clenched his fists tight as he also leaped toward the demon. He punched Lullaby hard in its gut followed by the ice saucer, which cut through its torso before Erza slashed it horizontally across it next. The giant demon yelped in pain by the triple attack.

"Natsu!" Erza called.

"Now!" Gray added.

"Finish it!" Humungousaur roared.

"Alright!" The Dragon Slayer replied as he ignited both his fists in fire. "The flame on my right hand and flame on my left hand," He exclaimed before slamming both his fists together, creating a massive fire ball over his head as he finished his incantation "and with their combined power."

"Eat this you fool." Natsu roared as he tossed the flame ball directly at Lullaby. "FIRE DRAGON BRILLIANT FLAME!"

The fire ball directly smashed into the demon. It let out agonizing cries before it was engulfed into a bright flash of light, forcing everybody to shield their eyes. A ray of brilliant light shot into the sky while the Lullaby monster was shattered into pieces. The light vanished and sparkles fell from the sky, leaving just the cursed flute on the ground while the whole area was covered in smoke. After a moment, cracks formed in Lullaby as its eyes ceased glowing.

"Excellent!" Master Makarov remarked with his hand behind his back.

"Wonderful!" Master Rob commented, hands to his cheeks.

"They defeated Zeref's demon rather easily." Master Goldmine stated, smiling with his arm crossed over his chest.

"That was amazing!" Lucy admitted in disbelief.

"They truly are powerful wizards, wizards of the Fairy Tail guild." Kageyama mumbled as he witnessed the smoke cleared up a little, revealing the three mages and a hero standing their victoriously. The latter one was transformed back to his human self.

"They are the strongest team!" Lucy cheered happily.

"Yeah, they proved it." Rook admitted.

"Aye" Happy chimed in.

"Well, how about that?" Master Makarov cheered with a big broad smile plastered across his face. "Incredible!"

"Let celebrate everyone." Lucy cheered.

"That monster wasn't so tough after all." Natsu commented.

"I didn't even break a sweat." Gray added.

"Apart from these burns, I'm also fine." Ben smirked.

As the group was still taking, Kageyama was still kneeling on the ground, watching them. "What a bunch of crazy fools," he wondered, "but I am no match for them."

Suddenly, someone commented from the group of old men, "Wait a minute! Look at that."

Erza, Ben, and Rook turned around to see what the commotion was all about. Their eyes widened as their lower jaw was hanging down in shock. Gray, Natsu, Lucy and Happy also turned around too witness the same fact as their condition wasn't any different from the others. Master Makarov flinched in shock with his eyes bulging out and mouth open wide.

"They have gone overboard again." Master Bob commented.

A large crater in the ground was revealed when the smokes cleared where the conference hall was, and several mountains were missing too.

"There's a giant crater in the ground!" Lucy stated, stunned.

"I think some of the mountains disappeared too." Happy added in excitement.

"Do not forget that the conference hall is gone as well." Rook interrupted in amusement.

Makarov was now white in the face as his shaking ceased. His body was petrified as stone as it seemed he had died from shock. His lower jaw was still hanging down while his eyes were still opened wide. He fell down on the ground unconscious.

"Master!" Lucy shouted, witnessing the poor condition of Master Makarov.

"We really destroyed everything!" Natsu laughed with his hand on his head.

"Don't add me in." Ben retorted. "It wasn't me who used a massive fireball."

All the Guild Masters were shouting angrily at 'The Most Destructive Team of Fairy Tail' while Master Goldmine, Master Bob and Kageyama laughed watching the scene before them.

"Some students really do take after their teachers." Master Goldmine commented, smiling.

Immediately, 'The Strongest Team of Fairy Tail' with their unconscious Guild Master in their hands was being chased away by the angry mob of Guild Masters. Ben had to admit that Fairy Tail was really full of crazy mages, but they are really good at heart. They may be destructive but still they are his friends, new friends and may be eventually his only family.

* * *

**NEXT CHAPTER: BEN'S NEW HOME (May be within two weeks)**

**As promised, here is the second and the last part of Lullaby arc.**

**Hope, you guys enjoyed 'Ben and Natsu vs. Erigor' followed by 'The strongest Team of Fairy Tail vs. Lullaby'. I could have made Ultimate Cannonbolt defeat Erigor, but I stick around with the cannon. I know that some of you guys will be having some questions regarding the chapter. So let me make it clear. **

**Cannonbolt has been referred once as flame Cannonbolt and he wasn't affected by Natsu's roar. It is because that, Cannonbolt hard plates was strong enough to withstand the heat when he was once falling down through the Earth's atmosphere so he can easily endure Natsu's roar. **

**I had made Erigor to have his scythe all the time with him. It wasn't shown like that in anime so I guess it was another change from canon. That's why before Natsu used his sword horn attack; I made Ultimate Cannonbolt to dispatch Erigor of his scythe.**

**I had shown Erigor trying to use Lullaby on Ben. Because it was always a possibility which wasn't shown in anime.**

**Humungousaur had almost managed to break through Wind Wall because he possesses that strength to do so. If he had gone Ultimate, then he surely had broken the Wind wall that's why I didn't make him go Ultimate. He didn't gone Ultimate later on because he was already injured during his previous try.**

**Here it is. If you guys still have any trouble, feel free to let me know via review or PM.**

**Please read and leave review as it is always appreciated. Critics and constructive ideas are also welcomed. And don't forget to suggest some title for Ben because it will be needed. Until then enjoy.**


	6. Ben's New Home

**BEN 10 AND FAIRY TAIL CROSSOVER**

**Disclaimer: I do not own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations.**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**One more thing, please, don't forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review or PM so that I can edit it later. Until then Enjoy.**

* * *

**CHAPTER 6**

**BEN'S NEW HOME**

**TWO DAYS LATER; FAIRY TAIL GUILD**

It has been two days since the battle with the demon flute, Lullaby, and Master Makarov along with the Strongest Team of Fairy Tail has gone missing after the incident. Currently, the other guild members were a little worried for their missing guild mates. Even a search team of two had returned back to the guild empty handed.

"Well, that's a problem." Mirajane admitted, worried. "We also received a notice from the Council."

"I told Alzack that we should have gone and find them." A young female voice replied.

She was a young woman with long, straight green hair that reaches down to her lower back, and a set of long bangs framing her face. She has brownish purple eyes, large breasts, and was wearing red lipstick. Her attire consists of a fictional cowgirl, with a Western-style hat on her head, a light, polka-dotted neck scarf, and a pair of reddish brown boots. Her body was covered by a short, strapless one-piece dress decorated by plain blue color spiraling motifs with darker, white striped edges. This was Bisca Connell.

"We can't do that!" Another male voice disagreed.

He was a young man of average height with long black hair covering the right part of his face. His eyes are black as well, and the right one was obscured by his hair. His attire mirrors that of fictional cowboys, minus their signature hats. His outfit consists of a long brown coat resembling a poncho with tasselled edges together with a shirt and torn pants with strips similar to the ones on his coat hanging from their edges - these being held up by a studded belt with a skull-shaped buckle. On his feet he wears simple boots. He has a case on his right hip, attached to a belt, in which he has kept a gun, consisting of a large leather belt, seemingly decorated by concentric circles in its widest part. This was Alzack Connell.

"That path goes deep into Clover Canyon." Alzack added. "Even the most experience hunters from the hunting guilds can lose their way and get trapped in there."

"You mean it's just a huge mess." Bisca concluded. "But why were they going there anyway?"

"They must have a reason for it." Mirajane replied, concerned for her friends. "And since master is with them, I guess they will do fine."

"We can just hope the best for them." Wakaba said, popping up from behind Mirajane while holding a cigar in his hand along with Macao.

"By the way, what was that notice from the Council?" A new female voice spoke up.

She was a slim young woman of average height with straight, pale lavender hair set in a bowl cut like style, with her fringe covering the left part of her forehead, and the right side exposed. She was also sporting two bangs framing her face and her forehead being covered by her fringe. She has brown eyes and a large, dark-colored ribbon adorning the top of her head. She was wearing a pair of simple glasses with oval lenses. Her outfit was composed of a light-colored coat reaching down below her waist, with dark cuffs retaining the original color on their back edges, a dark cravat tie around the collar, tight-fitting dark pants tucked inside light-colored boots with dark soles, and light colored gloves. She also had a small, dark satchel adorned by a pair of small hearts hanging on her right hip, seemingly attached to her waist. This was Laki Olietta.

"Well, they destroyed the conference hall, a few mountains, and created a huge hole in the ground." Mirajane answered nonchalantly.

"What?" Everyone yelled simultaneously, surprised. Murmurs and gasps soon filled the room.

"Conference hall," Macao repeated, shocked.

"Mountains," Loke added equally dumbstruck.

"And a giant hole in the ground," Cana finished, coughing alcohol. "What the hell were they doing?"

"They went overboard again." Wakaba grinned. "Fairy Tail's strongest team is really capable of destroying everything."

"I can bet it was Natsu." Macao said. His surprised expression converted into a grin while he turned towards Wakaba. "How about one hundred jewels on that?"

"Suckers bet." Wakaba retorted smugly. "Though I think it was probably Ben."

"Maybe!" Mirajane confirmed, worried, "He is actually capable of that and the notice also mentioned about some Take-Over mage." This information brought out quite a bit of laughter from all around.

The group continued their bickering about the incident back in Clover when everybody's attention was drawn toward the entrance hearing loud growling sounds. Despite of the heavy monstrous growling, they were surprised to see their missing guild mates and their master instead. But their surprised expression converted into shock as soon as Natsu ran forward toward the counter.

"I can't stand it. I need something to eat!" Natsu exclaimed, drooling as he was dashing towards various foods placed on the table.

"Oh! You're not going to finish all by yourself. Are you?" Gray followed him in a running sprint.

Before anyone could say anything, Ben wrapped his hand in sparkling blue energy and yelled, "You guys better watch your back!" He immediately fired two mana balls at the Fairy Tail duo, making them fly away toward the other end of the guild hall.

Everybody's jaw dropped as Ben simply managed to defeat both Natsu and Gray single handedly, but they were also surprised to see the Omnitrix bearer landing a couple hits on the duo in the first place. He had never started a fight before with any of the guild member.

"Why did you do that?" Lucy yelled surprised by Ben's sudden action.

"I didn't want them to finish off everything before we got our hands on it." Ben replied as he sprinted toward the table.

"Yet, you shouldn't…" Lucy tried to say but was interrupted by another round of growling. "Maybe you're right." She finished, rubbing her tummy.

"Nice hit, Ben." Erza congratulated the Omnitrix bearer as she sprinted alongside Master Makarov. They took their place around the table and started devouring and ordering more foods.

On the other side, all the guild members were quite surprised by all this. Their eyes were bugging out and jaw dropped, dumbfounded.

"Alright! Here they are." Laki commented.

"Hungry than ever like a real man," Elfman remarked with a wide grin while his hands were folded upon his chest.

"Uh… Lucy and Erza aren't men." Levy corrected sweat dropping.

Mirajane sighed as she hurriedly took her place at counter, "And we were worried for them?"

Suddenly, their attention was caught by an explosion in the other corner of the room where a certain Dragon Slayer and Ice Wizard were sent sprawling earlier. When the smoke cleared, it revealed a very pissed off Natsu and Gray, the latter one again stripped down to his undershorts.

"Why did you do that?" Natsu yelled, a tick mark on his temple and his fists shrouded in flames.

Gray was about to add his own insult when Happy, with fish in his mouth, waved at them. "Aren't you two hungry?"

"Come on and dig in before nothing left." Lucy added, chewing a piece of bread but she stopped with her eyes bugging as soon as her eyes fell of the ice wizard, "Where's your clothes?" This brought another round of laughter from others.

Instantly, both the wizards forgot their anger and started drooling as they hurriedly took place at the table and joined the others in emptying the ration of that week.

A sweat drop formed on everybody's head as they watched the group consume the food, leaving nothing left behind.

After a while, when everything was sorted out and all was back to normal, most of the guild mates was sitting around together in a compact form hearing the 'Strongest team of Fairy Tail's' first mission. They didn't know, whether they should admire them for their work or either taunt them for the destruction they caused and the penalty posed on Fairy Tail. Finally, it was decided automatically that a few would congratulate them while the other mocked them.

Suddenly, something piqued Erza's interest as she turned to Ben and asked, "You had mentioned earlier that you're not a Take-Over mage, yet you transformed into those strange creatures. How?"

Ben rubbed his head sheepishly as he repeated the story behind it. This time, Rook took part in describing something technical. But no one was able to comprehend what he trying to say so he was always waved off dismissively, making him growl.

"So you are from a different universe?" Erza asked disbelieving.

Ben nodded sheepishly.

"A far better that this one." Rook mumbled under his breath.

The conversation continued as others described his first appearance in the guild with Natsu, Rook, and Lucy and along with their contribution in saving Macao from that Vulcan. This made Ben and Natsu receive appreciation for their deed from the redhead while Macao got quite a scolding for his failure at Mt. Hakobe.

This brought a few another round of laughter from all around. The conversation turned heated when Elfman mistakenly repeated what Ben had vowed about killing and eventually avenging for his losses on his first day in Fairy Tail during the open interview.

"What? Kill?" Erza gasped as her expression darkened. She didn't ever think that Ben was willing to take life from anyone.

"If it comes to that then I am willing to do so." Ben confirmed grimly. He knew there were people who would disagree with him, but it wasn't their place to criticize him nor would he reconsider his decision.

"But how could you kill someone like that?!" Erza yelled, smacking her arm on the table and splitting it into two.

Ben was losing his patience, yet maintained his temper. Though recollecting those memories made his eyes watered making it looks shinier. "What do you know about me? Nothing! Other than I am from a different universe!" He yelled.

"You are willing to kill and I don't admire that. You are nothing different from a monster yourself if you are willing to go to such an extent. It's a sin!" Erza retorted angrily, glaring at the Omnitrix bearer.

"He has his own issue, Erza." Mirajane interrupted sadly, but it fell on deaf ears and was ignored.

"You don't even have any idea what I lost! What gave you the right to judge me anyway?" Ben snapped. "You are saying that killing those murderers will be sin? For me, letting them live will be the biggest sin and I am not willing to do that." Ben replied with his teeth clenched tight and tears streaming down his face. This got Mirajane heart melted as she remembered of someone whose condition was no different from him a few years prior.

"What about you?" Erza growled, looking at Rook who didn't even flinch for a second; much to everyone's surprise.

"I am Ben's partner and will always be on his side." Rook answered, returning the glare,

"Enough!" Master Makarov ordered harshly before the argument could get out of control. This made Erza back down, but Ben simply activated his Omnitrix and slammed the core down. When the green flash died down, it revealed a new alien that resembled a semi-armored Velociraptor. He had black wheels on his feet and wore a helmet with a visor, leaving the other features of his head unknown. His body was black colored with a green stripe running down his chest. He also has five green stripes on his tail. He wore the Omnitrix symbol on his chest and Fairy Tail mark on his right upper arm.

XLR8 didn't take a second and vanished from the hall in a blink, leaving trails of dust and smokes in its wake.

* * *

**OMNITRIX DATABASE**

XLR8 is a Kineceleran from the planet Kinet. Resembling a semi-armored velociraptor, XLR8 has wheel-shaped feet, scissor-like claws and a helmet with a windshield. XLR8 has the ability to manipulate friction to instantly reach speeds of 500 mph, allowing him to climb up walls and run on water with relative ease. Using his speed, XLR8 can perform a number of unique feats, like creating tornadoes through centrifugal force, either through running in a small circle or spinning, and can deliver speed-enhanced attacks in quick succession. Amazing reflexes accompany this speed, allowing XLR8 to quickly dodge attacks.

* * *

Everybody fell silent by Ben's sudden outburst. They had seen him like that twice, but today had surpassed the previous day. A few were surprised while some were concerned for him, but the scarlet haired wizard simply scoffed and turned around before walking away.

"He was fast." Gray muttered under his breath, breaking the uncomfortable silent.

"Even faster than Jet." Droy added in, equally surprised.

"Maybe!" Jet mumbled, dumbfounded. He wanted to challenge Ben to a race to show who was faster but he knew now was not the right time to do so.

"Master, do you think we should talk to him?" Mirajane asked, concerned. Master Makarov shook his head disapprovingly.

Mirajane didn't know why, but she can't bear to see him suffer like that. She can tell that he had a good heart, which was surrounded by darkness at the moment and needed love and affection to heal. He was trying to overcome his losses, but he needed a helping hand.

**OUTSIDE FAIRY TAIL GUILD**

The city had just started to light up. The gentle glow of street lights and town houses cast soft light into the growing shadows as the sky above shifted colors from a deep blue, to purple, and then to red.

Before he knew it, XLR8 found himself lying on the top of the guild building and staring out at Magnolia. Suddenly, he was enveloped in bright green light and transformed back to Ben. Resting his head back on his hands as he lay sown on the roof, he noticed a young couple emerging and walking arm in arm near the canal. It hurt him. It reminded him of her. Why did he have to suffer such loss? His eyes watered as he recollected the memory of his adventures back in his universe. Hearing movement behind him, he rubbed off his face as he looked up to see a figure climbing over the roof apex.

"Ah, there you are!" A female voice is heard.

Sliding down beside Omnitrix bearer was Mirajane as she adopted a position much like him, hands behind her head. Looking back out over the city, Ben watched as the light in the sky began to be replaced by the light of the land. He didn't reply as he kept staring in the sky.

"Don't want to know why I am up here?" Mirajane asked, turning toward Ben. Her heart melted further when she saw the lonely expression on his face. Ben remained silent. Smiling again, Mirajane looked up to the stars in the sky. "I thought you might be up here because I heard some rumbling sounds coming from up here."

"You know what?" Mirajane continued as she sat straight and faced Ben. "You need someone to talk to instead of hurting yourself like that."

Ben looked at her. "Why?"

"Why?" Mirajane repeated, confused.

"Why did you come looking for me?" Ben asked again.

"I thought you would have done the same had I- anyone gone missing?" Mirajane replied as a faint blush appeared on her face after realizing what she was about to say.

"You don't know me too well like others to guess anything about me?" Ben asked again not noticing her blush.

Mirajane sighed. At least now Ben is talking a bit. "You know, everyone here in Fairy Tail has some dark moments from their past which still haunts them. But they are still trying to happily."

This got Ben's attention. 'Everybody!' He thought. 'Is it true that everybody has some dark memory of their past?' Then something struck him about Natsu's past. How he was trained and abandoned by his dragon foster father.

Mirajane noticed that her information did make Ben to ponder a bit. She added. "You just have to look past those things since you do have a whole life to live."

"Have you also suffered?" Ben asked.

Mirajane was surprised as well as her face fell a bit. He just unknowingly reminded her of something, which she was trying to forget for quite a time.

"Yes" Mirajane replied sadly.

Ben sensed that he mistakenly said something he shouldn't have. "Sor…" He tried to say but Mirajane interrupted. "But it isn't about me. It is about you. Do they really want you to avenge them and suffer like this or do they want to see you move on?"

By now, Ben was strangled into his own deep thoughts. At a moment, he wanted to avenge his losses and punish and kill those murderers who had turned his life into hell. But now he was beginning to think that Mirajane was right. He was never taught to take anyone else's life. He was so much indulged that he wasn't even able to decide on anything. He sighed as he again looked up in the sky while Mirajane just simply stared at him.

After a moment, Omnitrix bearer noticed from corner of his eyes that Mirajane was gazing at him. It was awkward for him but it did somehow internally warm him up.

"How did you even get up here anyway? It's a big climb for someone like you." Ben asked suddenly as Mirajane noticed herself staring at him. She blushed while tapping her nose. "I wasn't always like this you know. I'm still classified as an S- Class mage!"

"S-Class?" Ben asked, confused. He turned to look at her with an eyebrow raised.

"I was as powerful as Erza." Mirajane simplified, shocking Ben. He just couldn't believe that a beautiful lady like Mirajane could be as tormenting and bad mouthed as Erza was.

"I just can't imagine you like Erza." He commented.

Mirajane looked up in remembrance, laughing. "You'd be more surprised. I was the one that used to start fights with her!" Ben was totally surprised after conceiving this news.

"Uh…" Ben trailed off.

Finding himself a little out of his depth, Ben bit his lip as he tried to come back with something witty. His brain had seemed to abandoned ship though and he was left just staring at the girl as she stretched. She seemed to be holding the pose for a little while too, but he just threw that down to his imagination. Her gentle voice broke through his trance eventually and he managed to pull his eyes away.

"You never told us anything about your family." Mirajane said as she looked at Omnitrix bearer.

"No one ever asked." Ben replied.

"Oh, if that the case, then I'll ask." Mirajane smiled.

They traded a few of their own stories for some time. Ben told her about some of his embarrassing journeys, specifically when he had accidentally fallen in the Fountain of Youth; making Mira laugh like a child. She then told him about her days when she used to fight with Erza and always mocked and taunted her.

They laughed for quite a while as they turned their gaze back to the sky. The two fell into silence, the soft murmur of crowds in the distance gently washing over them. Clouds rolled through the sky slowly as a mild breeze pushed them through the night air. Suddenly, a bright

streak of light shot across the dark sky, and lit it up for a moment before it faded away.

Gasping, Mirajane pushed herself up, eyes shining in awe. "Ben! That was the biggest one I have seen in years! Quick, make a wish!"

Looking at the girl with a confused expression, Ben didn't move. "Why would I do that? It was possibly just a meteorite." It was true; his long hero career has almost made him lose belief in something like that.

Raising an eyebrow, Mirajane looked down. "Don't you know? When you see a falling star, you make a wish and it might come true!"

"I don't know what to wish for." Ben replied sadly getting her point. "It possibly can't return my family."

Gasping softly, Mirajane's eyebrows crinkled in sorrow for the boy. Chuckling, he met her eyes as he gave his friend a wide grin. "That's alright. It might have been a little lonely, but I turned out okay, so there's nothing to worry about."

Mirajane couldn't help but smile back softly. "Well, in that case, I'll make my wish now."

Closing her eyes for a moment, Mirajane frowned in concentration before smiling and open her eyes. "Ok, your turn."

Nodding, Ben shut his eyes closed as he focused on his wish while a dark expression spread on his face. 'I wish I see can them just once.' His mind trailed off as a set of soft lips tenderly pressed themselves onto his cheek. They held the position for a moment before pulling away.

Raising a hand to his cheek, Ben looked over at Mirajane as she leaned back, a beautiful smile on her face. "What... Was that for?"

She cast him a warm gaze and her smile widened at his confusion. "It was my wish. I wished you would never feel lonely again."

Ben blushed a little, but his dark expression returned when Mirajane asked, "What did you wished?"

"Something which will help to fulfill your wish." Ben replied indirectly as he changed the subject. "But to begin with, you can help me get a house for me."

No one noticed that, a figure in a knee length white lab coat was standing some block away from the duo while holding some a gold pocket watch in his hand.

"Granted" That figure said before vanishing in a blue light.

**NEXT DAY**

The next day greeted Ben and Rook with a hearty and filling breakfast. The atmosphere around the guild had returned back to normal as if nothing happened the previous day. Ben found all the guild members except Lucy present there, shouting loudly and conversing amongst each other in their own unique way. Turning, Ben headed for a table closer to the bar before a certain pink haired wizard caught his attention.

"ERZA!"

Ben turned around the see the pink haired Dragon Slayer standing before the scarlet haired armored girl in a fighting poses while the latter one was having her breakfast.

"Let's fight! You promised you would fight me." Natsu smirked, grinning broadly.

Ben cringed at hearing that. Did Natsu really want to be beaten to a pulp again?

"Wait a minute!" Gray interjected.

"What is it droopy eyes?" Natsu yelled, hearing Gray interrupting in his challenge.

"I thought I should warn you that you'll be in the hospital after this, but now I am dying to see you there, flame-brain." Gray retorted getting into Natsu's face.

"Keep dreaming!" Natsu gritted his teeth as he turned toward Erza. "We are fighting, aren't we?"

The guild had also fallen silent after hearing Natsu challenge Erza again. The scarlet haired mage got up and faced Natsu. "Accepted!"

"Only if you both take this outside." Master Makarov added, chugging on his mug of beverages.

"Looks like we finally got something to enjoy." Loke grinned.

"Why does he never learn from his mistakes?" Rook mumbled, but his attention was drawn to Ben who was leaving. "You are not going to watch?"

Ben shrugged. "It would be better to find a house than to waste my time like this."

"Okay." Rook replied, not comprehending what Ben meant.

The Omnitrix bearer waved his hand taking his leave, but his comment didn't pass unheard as murmurs filled the room behind him about him still being angry with Erza while the scarlet haired mage simply narrowed her eyes as a frown crossed her face.

"So who's betting?" Cana interrupted, breaking the murmurs throughout the guild. The guild atmosphere instantly turned back to normal as all the wizards raced toward the brunette for placing their respective bets.

**OUTSIDE FAIRY TAIL GUILD;**

Ben was passing by an alley aimlessly when his attention was drawn toward a heavy cheering. Out of curiosity, he moved toward the crowd and halted as soon as his eyes fell upon Erza skipping his heart beat for a moment.

She was currently clad in a new armor. It was predominantly dark red in color, but also sports orange and black parts, with the orange parts being shaped like flames and the other parts being reminiscent of Dragon's limbs. It was made up of three different parts: the breastplate, the gauntlets and the greaves. The breastplate lacked pauldrons, revealing Erza's shoulders, and extends down to cover her groin, revealing her legs and being somehow reminiscent of a one piece swimming suit, with an orange part covering her breasts and another one circling her waist like a belt; the black parts on it were mostly decorative, with one covering her groin. The gauntlets sport prominent orange decorations, along with small claw-like protrusions on the hands. The greaves were shaped like Dragon's claws, possessed orange-colored knee guards, and black parts which extend up from the knees to the upper part of the thighs. The breastplate possessed a pair of Dragon-like wings attached to it, and Erza's hair was tied into a pair of high, long pigtails by clips resembling Dragon's horns. She was carrying a large sword which was also dark red in color with the exception of a small sliver of black in the middle, and sports orange decorations on its hand guard.

The redhead was currently engaged in a brawl with the Dragon Slayer. She had her sword drawn back while Natsu had both hands wrapped in fire. They both raced toward each other when a loud sound of a gong stopped the two from charging at each other. Ben turned around to see a strange creature heading toward Erza and Natsu. He was a relatively short, frog-like creature with anthropomorphous traits. He's quite large and has a round face, and many spots covering the upper part and the back of his head, as well as his cheeks. He was wearing a uniform consisting of a wide-collared, dark blue jacket with red trimmings over a plain light blue shirt and a white robe reaching down to his feet, closed on the front by many laces. He has a small, elongated hat matching his jacket on top of his head, bearing a circular ornament seemingly made of metal on its front. He was carrying a brown bag with one strap over his shoulder.

"Stop this battle you two." That frog ordered. "Everybody stay where you are. I am a messenger from the Magic Council."

Everybody flinched in shock, followed by numbers of gasps from all around.

"Magic Council?" Ben repeated under his breath.

"Messenger?" Jet asked, surprised.

"But what is he doing here?" Droy added in.

"Am I the only who realizes that he's a frog?" Lucy exclaimed, surprised.

"Due to the recent incident involving you and Eisenwald, the Council hereby charges you with eleven tons of property damages." The messenger announced to Erza while reading a piece of paper. "Erza Scarlet, you are under arrest."

Erza flinched in shock while other stands their dumbfounded. Ben was also surprised to hear that. Erza wasn't the only one involved into this mess. He, Natsu and Gray were equally a part of the destruction caused during those battles. Then why was she only being arrested?

"What?" Natsu yelled. "What about our battle?" He exploded into flame and tried to make an attack on the frog in clothes that was interrupting his battle, but was quickly smothered by several other guild members that dog piled him into the ground to prevent him doing anything stupid.

"But why only she is being arrested?" Rook asked the messenger, suddenly popping up from the group.

"The Council has only issued a warrant against Erza Scarlet and we are just following their orders." That frog simply replied while rolling up that piece of paper and tucking it away in his bag and motioned Erza to the horse drawn carriage behind it. "I believe it would be in both our best interests if you simply follow us."

Ignoring the mess, Ben checked out the carriage which will be used to take Erza. It only had one guard, possibly the driver, standing by it, so they obviously didn't expect much resistance from her.

Ben frowned. The Council should have sent more guards to arrest a woman like Erza, knowing her reputation as the strongest woman in Fairy Tail.

The frog turned and began walking fully expecting Erza to follow which she did after transforming back to her Heart Kreuz Armor much to Ben's surprise. A number of indignant voices began rising from the crowd as it left, asking for more information. Natsu's was easily the loudest, cursing the frog for interrupting his battle.

"Let's go inside and bring Natsu along." Master Makarov ordered at the top of his lungs before everybody retracted back inside the guild silently. Elfman was holding Natsu under his massive arm while the latter one struggled to break free. Rook followed last. They were so much shocked by sudden arrest of Erza that they failed to notice Ben back pedaling into an alley behind him followed by a green light flashed in the alley.

**INSIDE FAIRY TAIL GUILD;**

Inside the guild, everyone had sat down at a table and for once, was completely silent. No one had expected this turn of events. No one could understand why the Council was arresting Erza for property damage, especially after she and her group had managed to save the guild masters. The only noise anyone could hear was Natsu's muffled screams from under a transparent glass cup, the young mage having been turned into a tiny red lizard with fire burning on his tail and restrained. Even Mirajane and Master Makarov were quiet too. The master's arms and legs crossed and Mirajane's eyes closed, worried for her arrested friend.

"Let me out of here." Natsu screamed, tapping the glass repeatedly.

"Natsu, can you keep your mouth shut!" Mirajane ordered.

"Just let me out of here and turn me back into the way I was. Will you?" Natsu yelled, waving his hand in a comical way.

"If I freed you, you will go and rescue Erza." Mirajane replied.

"Why would I save her? I could care less for Erza." Natsu retorted still waving his hands.

"But we were also part of the destruction caused." Rook mentioned. "Why would they not arrest us too?"

Gray frowned as he sighed. "Since the Council is dealing with this matter, that means it is out of our hands."

"Get me out of here so that I can explain my opinion to you all." Natsu protested, "I don't care about what the Council says. The members of the Eisenwald were bad guys. Weren't they?"

"Even if you are innocent and the Council says you're guilty, then you will be judged guilty." Gray retorted. "Do you really think they will listen to us?"

"They should have investigated about it before judging anybody." Rook interrupted.

"That's right! I can't stand it either." Laki sighed.

"I don't know what but there has to be a reason behind this." Lucy commented, trying to comprehend the situation.

"We have to do something." Natsu proclaimed. "We will need to get her out. Just let me out and I will do it myself."

"You are not going anywhere." Master Makarov ordered, but it seemed it lacks the same firmness he usually had.

"But why?" Rook protested this time, "Miss Erza's arrest was injustice."

"Yes and once they give the verdict, it will too late to help." Lucy agreed.

Master Makarov sighed. "Even if we move as fast as we can, we wouldn't make it out there in time before the trial."

"But?" Lucy tried to say but was cut off by Wakaba.

"Yeah, we don't have speed to reach there." Wakaba commented.

"Hey, Ben can fly or run there." Lucy cried as the realization hit her head.

Opening one eye, the old man looked over at them from his seat on the bench top. "Who?"

"Ben!" Lucy repeated.

"Hmmm…" Master Makarov hummed.

"But I don't think he will agree for it." Gray commented.

Rook grinned, "You never know unless you try."

"Speaking of which, where is he?" Lucy asked.

"Yeah, he isn't here." Mirajane nodded, looking around. "Come to think of it, I haven't seen him for a while."

"Rook?" Levy asked looking at the blue-skinned alien.

"Maybe he is still looking for a house." Rook suggested. "Let me contact him."

"Contact?" Levy asked, confused. Her confusion reached to a higher level when Rook pulled out a circular badge with a green hourglass symbol on it. He called out for Ben in it, but didn't get any response other that static buzzing.

Levy asked Rook about the device, interested and as a response Rook let them know that it is a Plumber badge used for various reasons, but he was currently trying to establish a connection with Ben's Omnitrix.

"But it didn't connect this time. Did it?" Gray deduced watching Rook frown.

"Unfortunately," Rook admitted. "I guess it will not work in this universe."

"So how will we gonna find him?" Lucy asked.

"Silence everyone. It's enough. No one is going anywhere." Master Makarov yelled firmly. "We will stay here and patiently wait for the outcome."

**NATIONAL MAGIC COUNCIL; FIORE BRANCH;**

The exact location of the building was completely unknown; however, the building itself sat in an extremely rocky area completely lacking any sort of vegetation, consisting of a multitude of large boulders, with a narrow gorge leading to the building itself. A series of small hills was visible not far from the place.

The building, living up to its owners, has an outlandish appearance to it. Topping the lower structure, sitting on the ground, was a series of large floating objects, suspended in the air at various heights, which compose the rest of the headquarters. The base itself starts out as simple, seemingly hexagonal or octagonal building composed of bricks, with large, square windows or double doors adorning many of its faces. On top of such part, the structure grows drastically larger, extending outwards and taking the shape of a large, round and flat capsized dome, highly reminiscent of a bowl. Such dome is intricately decorated with dark, geometrical motifs. A series of rhombs is present in its central part, with the large ones being alternated with slightly smaller ones, and above them are numerous, sharp triangles pointing upwards, to the dome's largest part, which has a wavy decoration just below the flat top, with the structure's parts jutting outwards and creating angles.

Several meters above the bowl-like structure, floating on its edges, are ten slightly curved panels; the panels' sides facing outwards are divided into nine square sections, with each section being adorned by a simple motif, with three circles, placed one on top of another, flanked by vertical lines. The inner, curved sides are bare. Another final structure was shown floating above the panels, in correspondence to the center of the capsized dome: sitting on a round platform, adorned with a simple motif, consisting of dark triangles alternated with light capsized triangles, and sporting large railings diagonally jutting outwards on the top, is a palace, which seems to consist of three main sections. The central one was an hexagonal or octagonal tower, with its faces adorned by a multitude of high, arched windows, topped by a very massive, round dome, which starts out as small from the tower's top, grows larger near its own center and then reverts to its starting size near its summit, which had a decorative structure on top, seemingly circled by a wide, floating halo. To such part's right was another, smaller tower highly reminiscent of it; on the left sits instead a shorter building, with a roof seemingly made of elongated tiles.

Taking his eyes off the massive building, a phantom, ghost-like alien with big claws like hands spoke up in eerie voice. "I can't believe I am looking after her."

To be more precise about his appearance, he had grey skin with black lines running all over it. He had green chains all over his front side which lead to his neck, waist, and center chest. There were spikes on his elbows and he also has two cuffs on each of his arms. The Omnitrix symbol was located at the center of his chains while the Fairy Tail mark was on his upper right arm. Ghostfreak turned invisible and paced through the building wall into a massive walkway.

* * *

**OMNITRIX DATABASE**

Ghostfreak is an Ectonurite from the planet home-world Anur Phaetos in the Anur system. Horrific creatures with a single eye on a skull with a rotatable neck, sharp claws, and a striped ghost tail, Ectonurites normally wear a protective skin that condenses their form to resemble ghosts, their single eyes moving along a black track on the skin. Ectonurites are able to phase through matter, possess people, turn invisible and fly. They are stronger in darkness and can be weakened in sunlight to the point of death by combustion if not wearing their second skin.

* * *

Ghostfreak had to fly quite a distance tailing the carriage in which Erza was being taken. He remained invisible as he flew through the hallway. He noticed the interior design to be equally fascinating as the exterior.

The building's interiors seem to be monumental like the external appearance. Given access to by a double door, topped by a high window with an arched summit, was a long, extremely high corridor with an arched ceiling. To the entrance's right was a highly elaborated wall, with square, hollow sections marked by massive, rectangular pillars, composed of stone in their lower and central part, with the central one taking on a spherical form, and of bricks in the upper part. Some elaborated double doors appear along such wall, with the carpet covering most of the floor's central part extending sideways to reach them; the floor, left exposed, was composed of large, mildly rounded flat stones. To the wall's front, to the entrance's left, was a colonnade consisting of elongated, majestic pillars. Each of them possesses a round, decorated base, which grows slightly thinner as it goes up just too subsequently return to its original size, topped by an oval section, which sustains the rest of the pillar, intricately decorated in the lower part.

Ghostfreak had to admit that whoever owns this place must be very wealthy to have a palace like this. It was just too remarkable to ignore. Suddenly, he became aware of his surroundings. He noticed the frog from before had knelt down and Erza had been visibly tensed. He flew nearer toward the duo to figure out another person present there.

He was a young man whose most prominent features were his blue hair and a red tattoo above and under his right eye. He was dressed in elegant yet simple robes; consisting of a long white tunic with black stripes across the edges and on the upper part of the arms, a decorated collar, large straps connected to decorated buckles closing the inducement on the front over a dark shirt, and matching pants and shoes. He also sported a ring on his right middle finger. He was Siegrain, one of the Ten Wizard Saints and a member of the Magic Council.

Ghostfreak noticed that the blue haired man had a very smooth voice and was talking softly to Erza while she was much louder and was seemingly accusing him of something. Ghostfreak hovered nearer, still invisible as well as maintaining some distance so that he wouldn't blow up his cover. Listening closer, he began to hear the man as he walked up to stand beside Erza.

"Don't be so harsh. To tell you the truth, I am on Fairy Tail's side. The older members of the Council feared that they would be blamed for the incident involving Eisenwald. So they decided to go looking for someone to push it onto. A scapegoat in other words."

"Enough!" Erza shouted as she whirled around to face the man. Ghostfreak noticed that Erza had her hands tied by shackles and she really seemed to be tensed.

"As you wish!" The blue haired man shrugged. "I wanted to see you before the trial to give you a piece of advice."

He dropped his voice as he whispered to Erza as he placed his hand on her cheeks, which Ghostfreak barely managed to understand. "Don't say a word about the past to them. For your sake and mine as well."

"I will be waiting for you in the other room as one of the member of Magic Council." He added in as he walked away.

'Member of the Magic Council? What does he have to do with Erza? Who was he? And was this the only reason they had accused Erza?' Ghostfreak thought as he noticed the armored woman started walking. The Ectonurite simply dismissed his newly originating thought and decided to follow his comrade as well.

**COURTROOM, NATIONAL MAGIC COUNCIL; FIORE BRANCH**

It was a room acting as a court for the Council to judge mages' trial. The room was covered in decorative motifs, and leaning against a wall was a large, majestic structure acting as a podium for the Council members, complete with armchairs for them to sit on. The lower part of such podium was the most intricately decorated, with highly elaborated bas-reliefs adorning the square pillars on its frontal part, with a pair of similarly adorned, rectangular concave parts, with rectangular, horizontal niches on top, held up by small columns, visible in the back, each housing what looks like a rectangular window. Above this first level is another one, housing the Council members themselves, which was given access to by a pair of staircases placed at its sides. The wall behind the seats for the Council members was split into various sections by thin structures going up to the wall's top, which slightly protrudes outwards; each section was decorated by a large rhomb flanked by a pair of smaller arcs, complete with more, intricate motifs around them. On top of the whole structure seems to be the place for the Chairman, complete with an armchair reminiscent of a throne, larger than those for the rest of the Council members; behind it, attached to the wall, was an extremely large picture with an intricately decorated frame, adorned by sinuous, natural figures, which portrays several waterfalls going down from a cliff in the water below, with some mountains visible in the background. In front of the whole structure is a small, rectangular area marked by a massive, decorative balustrade open on the back, on the part facing towards the large, double door giving access to the court.

Currently, Erza was standing in the centre rectangular area while the other members of the Magic Council were sitting in their original places assigned to them. Ghostfreak was hiding in a corner while he remained invisible to the other's eyes.

"We will now commence this wizard's trial. Presenting the accused in the case, Erza Scarlet, please take the stand." The messenger frog announced reading another sheet of paper.

"On the stand is the accused wizard, Erza Scarlet, who is found to be present during the incident involving Eisenwald and the Lullaby and is hereby accused for causing massive damage to Oshibana Station, destroying the Ryusika Gorge Railway and causing the collapse of the Clover Meeting Hall. You are now given a chance to answer against this accusation. According to the witnesses, the culprit who caused these destructions was an armor wearing female." Spoke a booming voice in the courtroom. It was of a tall, gray-haired elderly man with a considerably long beard, as well as a mustache. He has pointy ears and has dark-colored eyes. Also, he was wearing multiple layers of robes and on top of his head he was wearing a small bat-shaped ornament. He was Org, one of the Ten Wizard Saints and member of the Magic Council.

Ghostfreak couldn't take much more of this. They were all accusing Erza just because they couldn't get their hand on the real culprit who planned all of this. He hovered beside Erza and tapped his Omnitrix and was engulfed in a bright green light. Everybody had to shield their eyes due to sudden bright flash and when they recovered their vision, they were shocked to see a young man standing beside Erza.

The scarlet haired mage was also surprised to see one of her guild mate standing beside her. Although the two had argued the previous night about his intention for killing someone out of revenge, it did somehow please her to have a friend here with her. However, she still didn't agree with the intention Ben possessed.

"What's going on?" Org asked, stunned. "Who are you?"

Ben frowned as he stepped up. "Who cares who I am? I'm here to take at least half the blame from Erza since I destroyed as much as she did, possibly even to an even greater extent."

Instantly, two guards came running toward the superhero but he didn't flinched a bit. He never dreaded doing right and nor will he ever. There was nothing that could possibly scare him now when one of his guild mates was being punished on false accusation. He simply engulfed his right palm in a sparkling blue energy, emerging from which was a tendril that tied both the guards together.

Everybody was shocked by the sheer display of power Ben displayed. He added angrily, "How can you old farts just go blaming something like this on her? She didn't do anything wrong! She just risked her life to stop Erigor from misusing Lullaby. Would you rather have all the guild masters dead instead of a broken conference hall and a few property damages?"

Org sighed frustrated while Siegrain chuckled under his breath. "You have got guts kid to show up like that." Someone commented from among the council members.

"No, it's not about guts." Ben replied, releasing both the tied guards, "If you find Erza guilty for those damages then I'm guilty too."

"Fine! Send both of them to prison." The council ordered.

"I apologize for what happened." Erza bowed before the council members.

Instantly, having the wind taken from his sails, Ben faulted and looked at her incredulously. "Say what?"

But Erza just shot him a dark look before they both were taken away by the guards.

**PRISON, NATIONAL MAGIC COUNCIL; FIORE BRANCH**

Somewhere in the building was a series of cells in which currently the scarlet haired armored mage and the famous teen superhero was locked up. They were kept in a large and rectangular cell with stone floors, closed on three sides by stone walls, and housing gratings on the other side.

Ben and Erza now leant against the walls facing each other of that jail cell. Erza was glaring darkly at Ben and he was staring defiantly back. They hadn't said anything since they were thrown in there and the tension were palpable. Eventually though, it was Erza who broke the silence.

"Why did you do that?"

Snorting, Ben raised an eyebrow. "What, jump in and try save you from a clearly biased trial?"

Frowning, Erza glared more angrily. "I didn't ask for your help."

"Maybe." was all Ben replied before dismissively waving his hand.

They then fell silent for a bit, indulge in their own thoughts. Erza was still angry about Ben intruding during her trial. She looked at Ben who was looking at the moon through the window. Suddenly, something struck her mind. "Why did you help me out?"

Ben looked blankly at the scarlet haired mage before fully comprehending what she asked. "I don't know." He replied. "I just don't want you to be punished for something of which I was also a part of."

Erza sighed but the dark glare didn't faze for a moment she was giving the Omnitrix bearer. "You heard what was said before. I was to have the blame laid on me and then freed!"

Ben shrugged. "I don't care."

Suddenly, something struck his mind like a train. "Wait! You would have been freed?"

Erza took a deep breath, "My arrest was just a formality. It was only for show. It is a part of keeping peace and order in the magical world. To show everybody that laws are being enforced on other wizards too. They would have found me guilty at the trial but I wouldn't have been punished."

"What?" Ben asked, surprised. Now days, he was always being surprised frequently. He mentally smacked his head for doing such a mistake.

"I would have been out of jail by now if only you hadn't shown up." Erza finished as she cast another dark look over the Omnitrix bearer.

After conceiving the news and digesting it properly, Ben simply replied nonchalantly, "I still don't care. They should have been looking for the real culprit and punish him other than calling for a trial on an innocent."

Something glinted angrily in Erza's eye making the Omnitrix bearer gulp in panic but he didn't show it visibly. Bright green eyes seemed to peer into her soul as Erza glared, seemingly searching for something. After a moment, Ben dropped his arms from over his chest. "You too had a hard life, didn't you?"

Cursing herself for flinching, Erza steadied herself. "That has nothing to do with this. Don't avoid my question."

"I just guessed." Ben smiled.

"Why I would tell someone I just don't know properly that?" Erza asked angrily.

Shaking his head, Ben replied as he closed his eyes, "I was living a very happy life with family and friends. Fighting aliens and monsters and defending Earth. I was always the one to be victorious no matter who helped me. I made friends from enemies who wanted to kill me. I enjoyed being a superhero who saved his planet millions times and eventually the universe. I was proud of myself. And then one day…" Ben trailed off as a tear dropped from his right eyes.

Erza was hearing intently what Ben was trying to say. She sensed that his voice was choking as he was progressing, but wasn't able to make out that he was crying. "What next?" She asked curiously as Ben stopped.

The Omnitrix bearer took a deep breath and continued, "And one day, a few of my evil archenemies joined together and took my world by storm. There is nothing left. I didn't even have a chance to see the dead bodies of my family. They left nothing behind other than the faint trail of dust where my planet used to be. I just wanted to kill them for my family and friends. They didn't even have the guts to face me directly and tricked me in going somewhere else."

"So that's why you wanted to kill them. You wanted to avenge for your losses." Erza concluded as Ben nodded.

Hearing the brief glimpse into Ben's past, Erza found herself accepting that Ben may have some valid reason for his actions and behavior. But she was still determined about her idea of not killing anyone. "But you had already lost your family. So why kill them now? Surely it won't return back your family."

"No, it won't. But how can I forgive them who killed billions of innocent people only for me?" Ben asked back as he tipped his head to the side. "Would you die for your friends?" He was now taking a different approach.

Scoffing, Erza turned an insulted eye to the Omnitrix bearer. "What do you think I am? Of course! I would die for any of them in an instant." Although she answered his question, she wasn't sure why this sudden change in topic.

"So you can kill anyone for your friends too?" Ben asked again, flinching the scarlet haired mage for the second time.

Shaking her head, Erza refused to give up. "I won't let you try and talk me into killing someone! It's wrong!"

Smiling gently, Ben shook his head. "No, that's not what I meant and yes, it's wrong. I'm saying you're not a monster for protecting your friends from evil. I had always believed in second chance. Killing can never be fun; you are not a human if it is. But, if it is for your friends with no other way, then it's inevitable."

Falling silent, Ben watched as Erza processed the information. She opened her mouth a few times to say something, but found the words lacking. Seeing her need time, Ben lay down on the floor with his arm above his head. "I'll let you think on for a bit. But just know killing to protect your family does not make you scum."

They again fell silent for a bit, more relaxed after clearing everything out so it wasn't as uncomfortable as before. Looking out the window at the moon, the Omnitrix bearer sighed.

Remembering something, Ben looked over at Erza. "So, that guy who confronted you in the hall. What was he was talking about? I know he is one of the members of the Magic Council, but what does he have to do with you?"

The redhead visibly stiffened when Ben mentioned this. She looked across awkwardly and worried. "How long have you been following me?"

Ben ignored her question as he asked again, "Sorry about that. So, what was that all about?"

Looking down at her hands, Erza played with the gauntlets over her fingers. She took a moment but eventually replied. "I'd actually rather not talk about it if that's alright. Just some things I'd rather not remember."

Ben understood that it was related to her past. Mirajane had told him about everyone having a hard life before. He simply apologized, "I am sorry for everything. I shouldn't have followed you here and you would have been freed by now."

Erza smiled warmly, "It's okay. In spite of all this I am glad you came."

Ben didn't able to comprehend why did Erza say that but at least he figured out that she was not angry with him anymore.

**NEXT DAY; FAIRY TAIL GUILD;**

The Omnitrix bearer and the scarlet haired mage had returned to the guild safe and sound. Everybody was glad and relieved to see Erza back, but was equally surprised to see Ben accompanying her. Although they were happy to see that the things were patched up again between Erza and Ben, it was also kind of a shock to them.

Later on, Erza explained to them that her arrest wasn't real and that she was used as a scapegoat to be blamed at first and freed afterward which brought relief and sigh from others who were worried for her all day.

Currently, Ben and Rook was sitting at a table. Joining him a little while later were Lucy, Erza, Gray, Elfman, Happy, Cana and Natsu. The guild was in full party mode. Mirajane went from table to table serving everyone their food. Numerous voices shouting, laughing, arguing, and joking could be heard throughout the room. The people around the table stared at Ben in amusement and awe after hearing about what he said in the courtroom.

Suddenly, Elfman called out for the Dragon Slayer. "Hey Natsu! What happened to your one on one battle with this man, Erza?"

"Man?" All other asked simultaneously with sweat drop forming on their head.

Just as the realization hit Natsu, he again got fired up and yelled, "Hey Erza! Let's finish what we started."

"Crap." Ben mumbled under his breath.

"Maybe next time, Natsu." Erza sighed. "I'm exhausted."

But Erza's words fallen on deaf ear as the pink haired wizard engulfed his right arm in fire and rushed toward the redhead yelling, "Get ready! Here I come."

Erza sighed again, standing up. She turned to the coming Dragon Slayer and immediately landed a swift armored fist into his stomach, knocking the wind out of him as he drop to the ground. Ben sighed as he had seen that coming. Elfman, Lucy, and Gray were completely shocked as Natsu was now out cold in one blow. While Rook and Cana remained unfazed by this.

"What do you say? Let's start. Shall we?" Erza said, dusting off her armored fists.

"Natsu's knockout." Happy chimed in floating in the air.

"That was so lame, Natsu!" Gray jeered while clutching his stomach.

"Erza is still stronger." Elfman added laughing.

"I saw that coming from a mile away." Ben grinned.

"He never learns." Rook added smiling.

That's when a strange calm entered the room. Ben felt himself getting drowsy all of a sudden. He looked around to see everyone falling asleep for no reason. His eyelids felt very heavy, but he kept fighting back the urge to sleep.

Gray's head hit the table, unconscious mumbling 'Here he comes…" before he trailed off. Ben's mind felt blurry. Who was Gray talking about? He could feel himself drifting off, but he kept himself awake, but he was feeling like being drifted off to sleep. His brain was ringing alarm bells in his head to use Omnitrix.

The rest of the guild was asleep now. His companions rested their heads on the table as they slept. He concentrated hard not to sleep as he got up from his seat dizzily. He noticed that the Master was awake too. He sat at the bar, straining to keep his eyes open. He was moderately surprised when he saw him still standing, yet struggling to remain on his feet.

Suddenly, a man entered the guild. He was wearing a dark blue cloak and his arms and legs are mostly covered in bandages. He was wearing a dark blue bandana with a silver forehead protector and a green mask that obscured the bottom half of his face except his eyes. He was also carrying a wooden staff on his back which was held by a dark green strap going across his main body. He was Mystogan, an S-Class mage in Fairy Tail.

"Mystogan." Master Makarov muttered drowsily.

"I am leaving." That strange guy said presenting a piece of paper he torn from request board to master. Ben had a strange feeling that he had heard that voice before. He didn't know why but it sounded recently familiar. Just as that guy was about to leave, Ben managed to walk before him and block his path.

"W-Who are you?" Ben questioned groggily. "And what a-are you doing here?"

"Taking a job request." That guy replied evenly.

Ben questioned back. "I meant, w-why are you putting the rest of our g-guild to sleep?"

"B-Ben," Makarov spoke up from behind that guy. "This is Mystogan, one of our S-Class mages here in the guild. What h-he is doing is completely harmless and understandable, all in an effort to keep his identity h-hidden."

"Why?" Ben questioned again.

Mystogan and Master Makarov shared a glance. "That's private."

Mystogan stepped around Ben and stopped beside him. He eyed the Omnitrix bearer up and down. "You are a very interesting mage." Mystogan concluded. "Only few have been able to withstand my sleep spell. I look forward to meeting you again, Ben." He started his walk for the door.

Ben was sure he can hear him doing some sorts of countdown.

"Three…Two…One…" Mystogan left and the guild snapped awake again instantly.

Ben heard groans from people who fell asleep in very uncomfortable positions. Erza blinked multiple times to wash away the effects of drowsiness. The little celebration in the guild seemed to have subsided thanks to Mystogan.

"It felt like Mystogan was here." Gray muttered rubbing his eyes. "I hate him when he does that."

Macao groaned, "He uses really very powerful sleep magic."

"Who is that guy?" Lucy asked, surprised hearing a new name.

"Mystogan is one of the strongest wizards in Fairy Tail. He uses sleep magic when he comes because he doesn't want people to see his face. When he turns up to take a job, he puts everybody to sleep like what he did earlier." Gray explained.

"Why? It's sound suspicious." Rook asked, regaining his composure.

"Or rather shy." Lucy added.

"Because only Master can withstand his spell, only he knows what Mystogan looks like." Elfman proclaimed rubbing his head.

While these conversations were going on, Erza seemed to notice Ben standing near the bar. "Ben, how did you get over there?"

Ben was about to answer when a loud voice spoke. "Impressive, you didn't fall for Mystogan's cheap trick like everybody else."

Ben looked up to the second floor where a very tall and muscular young man with grayish blue eyes. His golden hair was slicked back, its numerous spiky strands pointing backwards, though some of it falls down on his forehead. He had a distinctive lightning bolt-shaped scar on his right eye, he sports dark lines circling his eyes, with each of them possessing a single, prominent eyelash jutting outwards. He also wore a pair of spiky headphones. He had donned an orange tunic with spots reminiscent of a leopard's on the shoulders and sides, with dark-lined sleeves reaching down below his elbows, and fur on the lower edges. He was Laxus Dreyer, another S-Class mage of Fairy Tail. An arrogant smirk was plastered on his face as he regarded Ben.

"He's Laxus, one of the strongest here too." Gray muttered, annoyed.

The Master tried to keep his irritation from showing up. "Laxus, this is Ben, our newest member."

"I see." Laxus' smile turned into a sneer. "Another weakling has joined our guild."

At those words, some of the guild members flinched. Ben clenched his fists to keep himself from lashing out at Laxus. How could he say such things to his own guild mates? Ben wanted to tell the arrogant jerk to come down here and beat some sense into him, but Natsu beat him to the punch as he got back on his foot.

"Hey you Laxus! I challenge you to a battle." Natsu said angrily.

Ben sweat dropped hearing Natsu. "Erza just beat you and now you want another fight?" He noted dryly.

"That's right." Laxus grinned, turning to Natsu. "If you can't even beat the redhead then there is no way you can defeat me."

"What are you trying to say?" Erza growled darkly.

"I am trying to say that I am the strongest member in this guild." Laxus boasted.

"Why don't you come down here and prove it." Natsu smirked.

"Why don't you come up here?" Laxus taunted.

"Here I come." Natsu yelled, making his way through the guild house and to jump up to the second floor. But before he could make it, master's hand grew big and flattened Natsu with his fist, stopping him.

"You're not allowed on the second floor, Natsu. Not yet." Makarov said.

"Now you upset the master. I am not going to give my title to anybody. ANYBODY." Laxus chuckled still grinning.

Laxus turned around to leave, but stopped when Ben's voice interrupted him. "What's the matter, afraid to get your ass kicked?"

Ben heard his guild mates gasp. Apparently, no one has ever talked back to the blonde man like that before. Ben saw Erza shaking her head when he caught her gaze. Other people couldn't decide whether he was brave or had gone insane. His taunt seemed to have struck a nerve because what Laxus did next caught him completely off guard.

A bolt of lightning struck the floor in front of the Omnitrix bearer. When the light subsided, Laxus stood there glowering at him. It happened so fast that Ben didn't have time to blink. He met his angry glare and they had a silent face off for a while.

"What did you say?" Laxus said angrily.

"You heard me. Didn't you?" Ben retorted, returning the glare while mentally noting the type of magic Laxus uses.

Laxus' hands threw sparks as his anger peaked. Ben activated his Omnitrix and started scrolling through his list.

"Laxus!" Makarov warned. The master trained his stern gaze on him. "That's enough."

Laxus hesitated for a moment before his smirk returned. He turned to leave. Ben surely heard him mutter under his breath: "… not worth my time anyway." With that he disappeared in a flash of lightning.

The guild members released a breath they didn't realize they were holding up for so long. Makarov shook his head in disappointment.

Later that day, Ben asked help from other to look for a house for him and Rook to stay. He really didn't want to spend his whole life living in that guild and he needed a place of his own. After quite a suggestion, he stopped at the one which sounded exactly like he wanted. For his surprise it was suggested by the heaviest drinker in Fairy Tail.

"It is a good one but it is kind of expensive to afford." Cana warned as suddenly her expression changed into a flirting one and she scooted near him. "But if you want, I can loan you some jewels."

"Uh… It's okay. I had already managed." Ben stammered with a blush formed on his face. "Just wait a while until I returned." He added before walking away.

"What he is up to now?" Lucy asked confused by sudden behavior, but everyone simply shrugged while Rook grinned knowingly.

**OUTSIDE MAGNOLIA TOWN**

Ben and Rook got a first good look at the place Cana and Mirajane had led him to. It was a nice two stories house along with a basement, located on the outskirt rocky shoreline cliff of Magnolia town. Its main body was creamed colored while its roof was made of black tiles with green shutters. It has few windows and a balcony on the second floor which provides spectacular view from it. Other than that, a nice big garden size space was leaved in the backyard and the whole space was enclosed by fences, giving him privacy inside the house.

"Remind me how you afford the payment?" Mirajane questioned.

Ben simply smiled while Rook replied, "Petrosapien helped us."

"Who?" Cana questioned again. She searched her brain for anyone she knows who goes by that name but found nothing.

"Never mind!" Ben dismissed the conversation as he looked at his alien partner.

"What do you say partner? Will we go inside?" Rook grinned.

* * *

**Sorry for the late update. Actually I had finished this chapter long ago but my Laptop crashed making me write it again. It's just that it sucks writing this twice and I had been busy as well. Anyway, it is finally up.**

**Next chapter will bring Galuna Island Arc and a big surprise following it.**

**Please read and leave review as it is always appreciated. Critics and constructive ideas are also welcomed. And don't forget to suggest some title for Ben because it will be needed. Until then enjoy.**


	7. Galuna Island Arc I

**BEN 10 AND FAIRY TAIL CROSSOVER**

**Disclaimer: I do not own Ben 10 or Fairy Tail. They belong to their respective owners. Only other characters are my own creations.**

**Ben X Harem; Natsu X Lisanna; Gray X Juvia pairing will take place…**

**One more thing, please, don't forget to leave a review. Constructive ideas and Criticism are always appreciated. It really helps in keeping me motivated. If you found any error, let me know via review or PM so that I can edit it later. Until then Enjoy.**

* * *

**CHAPTER 7**

**GALUNA ISLAND ARC I**

**NEXT DAY; BEN HOUSE**

"Wake up sleepy head!" A feminine voice called out, making the brown haired Omnitrix bearer stir in his sleep.

Suddenly, he felt someone really close to him, invading his privacy in bed. He then felt someone's warm breathe on his face and he immediately jumped off the soft bed, surprised and panic plastered across his face.

"Wow! That was quick!" Cana grinned flirtingly, "If you had stayed asleep a little more, you would have earned a kiss. Not that you can't now." She added, winking.

Ben blushed extremely as he imagined the hot scene, him and Cana kissing. However, he was brought out of his trance when someone poked him in the rib, causing him to jump again and making Cana laugh out loud. This time it was Mirajane, who was giggling lightly.

"Come on! It's getting late." Mirajane said.

She left the room followed by Cana who winked at him again before leaving, making his face reddened again.

Last night Ben had offered them rooms in his new house to spend the night since it was really late, which had brought teasing from both the young beautiful women. Now, since it's a long way back to guild; they needed a head start to get there on time. He really didn't want others to know about this so he simply dashed toward a door, which seems to be leading to the bathroom.

After a while, Ben, Rook, Mirajane and Cana, who were really close to the Omnitrix bearer, were walking down the streets of Magnolia on their way back to the guild. He was getting many stares from all around from being with two pretty women. He was continuously being teased by Cana just because he cares for them and let them stay at his house.

"Oh stop teasing him, Cana." Mirajane smiled at Ben, leveling up his nervousness.

Rook was watching everything and can't able to prevent his smirk; although, it remained hidden from others due to his dark brown cloak.

**FAIRY TAIL GUILD**

Ben and Rook was standing beside the Request Board looking for an adventurous job to accomplish while other guild members were enjoying amongst themselves. The Omnitrix bearer really didn't want to spend his days doing nothing. Natsu, Lucy, Erza and Happy were the few wizards who were still not present in the guild.

"Oh no!" exclaimed Mirajane as she walk down from the second floor. "Master! A job request is missing from the second floor Request Board!"

The master who was drinking his morning tea made a spit-take in response. "What?!"

Everyone's attention in the guild was immediately directed toward Master Makarov and Mirajane. Ben and Rook were surprised to why everybody was so shocked hearing that a job had gone missing? Probably someone had taken it without notifying the guild.

"If it was on the second floor, it was an S-Class job." Macao responded.

This intrigued Ben. He remembered Master restricting Natsu from going to the second floor, but didn't have any idea why.

"What is the problem about taking a second floor job?" Ben asked, puzzled.

"You don't know. Do you?" Cana replied. "It's only for S-Class mages since it is really dangerous and risky to handle."

"Who would be stupid enough to take an S-Class job then?" Rook questioned out loud.

"A cat!" A voice said from the second floor. Ben looked up to find Laxus sitting on the second floor, his arms folded, feet on a table, and a wide grin on his face. "I saw a blue cat tear off that job request from the board."

Mirajane gasped, turning her attention to the spiky, blonde haired wizard. "Happy did it?"

"Do not forget Natsu then." Rook reasoned. "I am pretty sure he is also a part of it."

"What about Lucy?" Reedus asked. "Natsu had mentioned that they were a team now."

"What were they thinking?" Wakaba demanded, surprised.

"Why did they go on an S-Class quest without permission?" Alzack questioned.

"I thought they were dumb, but I didn't expect them to be that dumb to take an S-Class mission." Bisca agreed.

"This is a great violation of the rules. When they get back, they have to be expelled from the guild. Right old man?" Laxus smiled calmly, looking down at Master Makarov, "But the thing is, with the skill they have, they will be lucky just to get back alive."

"I'm sure Natsu can handle himself." Ben assured, but stop dead in his track when he noticed that Mirajane was really worried.

"No, he is not powerful enough to do such job on his own." Mirajane replied as she turned her attention toward her fellows-Class mage. "Laxus, if you know about that then why you didn't stop them?"

"I only saw a blue cat with a piece of paper in its paw. How was I supposed to know that was Happy?" Laxus chuckled, acting innocent. "And second of all, it didn't cross my mind that Natsu would try to do an S-Class job."

Ben eyes narrowed in anger as his expression darkened. He really wanted to beat some sense into him but he assumed, like others he too was restricted from going to the second floor.

Master Makarov sighed, "This is not good. Which request was stolen?"

"It was the Galuna Island job." Mirajane replied grimly.

"What?" Master cried out with his eyes wide open and jaw dropped.

The members of the guild, except Ben and Rook, also gasped in shock at the revelation of the mission Natsu, Lucy, and Happy had taken.

"Galuna Island!" Macao and Wakaba repeated.

"They must have gone crazy." Laki gasped, followed by Alzack and Bisca. "They were really stupid."

Ben was surprised by this. Why was everybody acting strange? Before everyone was commenting how idiotic Natsu, Lucy, and Happy were. Now, after hearing the job name, everybody was more concerned for the missing trio. He assumed that the job must be really dangerous to handle.

"Listen Laxus! Go and bring them back at once." Makarov ordered.

"No way!" Laxus grinned, "I have got lots of other stuff to finish." He looked down and kept his smile. "Besides, Fairy Tail wizards are supposed to take care of themselves."

Ben was really getting pissed off hearing Laxus. He really wanted to teach him some lesson. Suddenly, his eyes sparkled as an old idea struck his mind. "What is it?" Ben smirked, looking at the blonde with his arm crossed over his chest, "Afraid you can't handle Natsu all by yourself."

This didn't gone unnoticed as another round of gasps filled the room after hearing what Ben just said. Laxus looked down at the Omnitrix bearer angrily. "What did you say?" He growled.

"What are you doing?" Rook whispered to his partner who simply ignored him.

"Why don't you come down and I will repeat it again?" He knew that it won't take a second for Laxus to be before him as he had already witnessed his agility, but this time he was confident that he wouldn't be caught off guard.

"Enough!" Master Makarov shouted.

Ben stopped his mocking while Laxus continued to glare daggers at the Omnitrix bearer before disappearing out of the room.

From behind the master, Gray stood up from one of the tables and said, "Master! If you allow me then I think I can handle this one."

Master nodded as he permitted him to go and bring back the trio.

After a couple of hours, Gray still didn't return and everyone was afraid that he failed in bringing back Natsu, Lucy, and Happy back. Makarov and the present members of Fairy Tail were concerned for those foolish wizards who dared to go at an S-Class quest without permission.

In the meantime, Ben and Rook was filled in about the job request which was stolen. They were told that the job was to undo a curse on Galuna Island, which was causing great suffering to the residents there by turning them into monsters. But it was a really dangerous job so every wizard avoided doing it.

Ben was surprised by this revelation. He really wanted Natsu to succeed in this mission and lift the curse. Since he can't go on this mission himself, he just wished that Natsu pull it off. Suddenly, his attention was caught by Master Makarov.

"ERZA!" Master Makarov yelled as soon as the redhead entered the guild. "I need you to go help Gray get Natsu!"

Erza looked at him in surprise as Ben tilted his head. "Natsu, Lucy, and Happy had stolen an S-Class quest!" He added in and Erza's eyes narrowed dangerously as Ben put his right hand over his eyes, knowing full well what was about to come.

"Gray went after them but..." Makarov trailed off.

"I feel like Gray and Natsu were continuously knocking each other out at the same time." Rook mumbled as others sitting beside him agreed. They imagined how funny it would have been.

"Which job?" Erza asked as Mirajane walked up.

"Happy grabbed the job for Galuna Island." Mirajane said concerned and Erza nodded her head before walking to the door.

"More like stealing." Rook added in after, which he got a look from Ben.

"I'll bring them back quickly, Master." Erza said and was about to leave when suddenly Ben interrupted.

"If you don't mind, can I accompany Erza as well?" Ben asked out loud to master, causing murmurs to fill the room. He noticed that the master was eyeing him closely as if reading his intention. He gulped adding quickly, "Only to make sure that they don't slip again somehow." He crossed his finger and prayed he would be allowed.

Master Makarov thought for some time and nodded. Ben smiled as he strolled toward the redhead followed by Rook who was also eyeing him closely.

"... I almost feel bad for those three." Macao commented as Ben, Erza and Rook walked out. "But that's what they get for breaking the rules I guess." He said before taking a drink of his beer.

"Why are you accompanying me?" Erza asked with her eyes narrowed as Ben closed the door behind him and he glanced at her.

"Just to help you and spend some time away from the guild." Ben replied with a small grin before he turned toward his alien partner who was also eyeing his suspiciously.

"What?" Ben asked.

Rook shrugged dismissively as he started following the redhead as if nothing happened.

**AFTER A WHILE**

Ben, Rook, and Erza looked up toward ocean from the cliff of the town before the Omnitrix bearer looked over at Erza, whose eyes were still narrowed in anger. "We need to secure passage to Galuna Island." Erza said.

"There's not a single sailor ready to head toward that island." Ben replied, "Although, it doesn't matter to me since I can fly there, but what about these…" He pointed behind the redhead toward the large carriage, she was pulling. "I don't think I can carry that."

"There's bound to be someone still sailing at this hour." She argued and Ben opened his mouth before pausing at the look in her eyes then offered a sigh and nodded his head.

'Natsu, Happy... and Lucy... pray you're lucky enough to be punished by Master Makarov'. Ben thought followed by another sigh.

Erza was about to comment something when suddenly Rook interrupted getting their attention. "Look! There is one."

Instantly, both the Omnitrix bearer and redhead turned around to see a wooden pirate ship sailing against the waves.

"That's a pirate ship!" Ben exclaimed surprised, "I didn't know there were pirates here."

"Yeah, they are common out here." Erza replied, eyeing the pirate ship.

"Then why are smoothies and chilly fries not here too." Ben whined, remembering his days back with his favorite beverage and food.

"How do we get them to shore?" Rook asked, bringing Ben out of his musings.

"We don't have to." Ben simply replied, eyeing the large carriage redhead was pulling. True to his imagination, the pirate boat took a sharp turn and started heading toward them.

After a while, a pirate got down from the boat followed by several other crewmembers with their swords drawn. The pirate who seemed to be the captain was wearing a pirate hat with an orange smiley which has a fork and spoon crossing below it. He has gray hair and a large beard. He also wears an eye-patch over his left eye. The coat he wears is purple color. His left hand is a hook. He has a pirate sword on his left side. He was also wears a large belt as well and his height is fairly short.

"Excuse me, Sir!" Rook asked surprising the Omnitrix bearer who repeated in amusement, "Sir? You never called me that."

Rook ignored Ben mocking as he continued, "We are looking for a ride to Galuna Island."

"Are you crazy?" The pirate jeered in amusement as he and his crew looked over at Erza, Ben and Rook. "There's no way me or my crew are going anywhere near that cursed island!" He declared laughingly as he eyed Erza's carriage. "And hand over everything you got there."

Ben's head drooped slightly at the man's dismissal. The pirate turned around and laughed with his crew, Erza walked forward clenching her fist.

"We need him in one piece." Ben reminded her quietly and she nodded her head once.

"What did you mean there?" Rook asked, confused but it didn't linger for long as the pirate started arguing.

"You wanna try somethin' girl?" The pirate asked and his crew took menacing postures as Erza walked up to him. "You should know we don't go easy on anyone." He said before his crew charged forward toward the fuming redhead.

Ben closed his eyes as he enjoyed the feel of the wind on his face as the sound of waves lapping against the hull of the pirate ship filled his ears, a small smile on his face. While Rook was watching everything with jaw dropped. He was about to jump in the battle, but even he never imagined Erza to be so good in hand-to-hand combat. She managed to defeat all of the pirates without even breaking a sweat.

Ben opened his eyes to witness all the crewmembers defeated and were lying on the floor fainted, except the captain who was begging for mercy from Erza. He smiled as he had already seen it coming.

After a while, the Fairy Tail trio was standing at the deck of the ship gazing at a distant island while the pirate captain was steering the boat.

"W...why exactly do you want to go to that cursed island?" The pirate captain asked, sweating bullets while the rest of the pirate's crew lay passed out on the deck.

"Shut up and steer." Erza told him and he winced before steeling himself as his crew finally started stirring.

"But can't you give us a break... ma'am." He again said imploringly and she looked at him with steely eyes. "Galuna Island has a curse on it. They say humans turns into demons on that island so-"

"I don't really care." Erza said sharply and he winced again while Ben and Rook stood beside her, their impassive gaze on the crewmembers as they began to stand up. "We're going to punish some unruly wizards, that's all for now."

"So cool!" All the crew members yelled out and the captain sweat dropped as the Fairy Tail trio continued to look at them impassively.

"You're so amazing!" The largest crew member gushed.

"We'll follow you anywhere!" Another one yelled out.

"Hurry it up." Erza said simply and they all saluted.

"Aye-aye, sir!" They yelled and the captain gave a helpless shake of his head before looking forward again.

"That was easy!" Ben quipped, suppressing laughter.

"And weird too." Rook mumbled under his breath.

"Ben," Erza said as the Omnitrix bearer glanced at her. "Do you think Gray had also decided to join them on the S-Class quest instead of bringing them back?" She asked and Ben hesitated for a few seconds before nodding his head once and her eyes steeled even more.

The sun was just starting to come over the horizon when the pirate crew dropped anchor followed by a large explosion not further in the island.

Just as they started to jump from the ship to the beach, Ben suddenly paused at the railing of the ship as he felt something and he looked in another direction toward the forest. His eyes glowed blue and immediately returned back to normal. The pirate's crews were baffled by this action as fear crossed their faces.

"Ben?" Erza called out and he looked down at her before jumping from the ship to land lightly beside her followed by Rook.

"Lucy." Ben said in explanation as the redhead nodded her head.

"You go after Lucy; I'll head toward the explosion." Erza said and Ben nodded before taking off at a full sprint. "You all keep the ship here until we return!" Erza ordered to the pirates before taking off.

"Aye!" They all, including the captain, yelled as they gave a salute.

"Hey, where should I be going?" Rook cried out as he stared at both the departing figures. He thought about following Ben, but a brief flash of green light in a distance changed his mind and he sprinted in the direction Erza had went. It was easier to follow the fuming redhead than some speedy alien of Ben's.

At another beach, Lucy was standing before a young woman who was stumbling unconsciously. She has blue eyes, pink hair, large breasts, and a curvaceous body. Her hair was tied in pigtails and her choker tied into a ribbon. She was wearing a purple and pink short spaghetti dress with light pink trimmings, black leggings, and high-heeled sandals. Her dress appears to have two long and thin wings at the back. She was Sherry Blendy.

Sherry spun in the air before slamming heavily on the sand. "Angelica, you have to revenge my defeat." She said weakly before passing out and Lucy's eyes went wide.

"What?" Lucy cried in shock.

Suddenly, a giant rat-like creature dressed in a feminine manner came flying to the celestial mage with a scream. She was wearing a black corset-style top with pink frilly edges which are tied up the front with black strings. Completing her outfit was a white lace headband and a red ribbon tied across her chest. She also has turquoise fur and a huge tail that propels, giving her the ability to fly. This was Angelica.

Lucy screamed in horror as she was about to be crushed by the giant rat. She fell down to the ground as the exhaustion took over her.

Without warning, a twelve-foot-tall humanoid alien with well-developed muscles, two pairs of four-fingered arms, and red skin popped out of nowhere and overshadowed the celestial mage while holding a big wooden trunk. A black stripe goes from his chin to his lower lip, and he has four green eyes: a main pair, and a smaller pair below them. He was wearing a green tank top like shirt with one large black stripe running down in the middle, and black pants. He has a belt, where the Omnitrix symbol is located. He adorned black fingerless gloves with a green stripe on its wrist. The Fairy Tail mark was located on his left upper arm.

* * *

**OMNITRIX DATABASE**

Four Arms is a Tetramand from the desert planet Khoros, the place epitomizes a dystopia, resulting in the strength-oriented species. Tetramands are 12 foot tall powerhouses with armored skin and extremely dense musculature, making them unmatched in pure physical strength with the females stronger than the males. However, the muscle mass and heavy skin makes Tetramands relatively slow and unable to use things normally used by smaller life forms. Four Arms strength is powerful enough to create shockwaves simply by pounding the ground or clapping all four of his hands together and his leg strength allows him to cross entire city blocks in a single jump. When under the effects of an illness, his strength and stamina are somewhat lessened and he develops pungent hives in his armpits.

* * *

Just as that giant rat was about to strike Four Arms, he withdrawn the wooden trunk and swirled it with enough force to smack Angelica directly in the face and send it flying high before she landed in the ocean with a loud splash, screaming in agony.

"That's a homerun!" Tetramand exclaimed with his right upper arm on his head and grin on his face. Instantly, he was engulfed in bright flash of green light before transforming back to human.

Lucy's eyes brightened as she smiled happily. She leaped at the Omnitrix bearer in excitement and hugged him before she even knew what she was doing. "Ben! Thank for saving me."

Ben was distracted for a moment by such the sudden action, but he let it go and turned around to face the Celestial wizard. Lucy started to say something else before freezing as Ben looked back at her impassively.

'Th...That's right…' Lucy thought as she gulped nervously. 'We stole an S-Class job and go on this quest without approval.' She remembered while the Omnitrix bearer walked up to her.

"Hey Lucy!" Happy called out loud as he came up to her, freezing when his eyes fell on Ben. He immediately turned around and flew off in the other direction with a panic scream.

Ben extended his right hand wrapped in bright blue energy towards Happy, who suddenly found himself encased in a crystal blue tendril, unable to go anywhere. Happy looked back with tears in his eyes only to see Ben looking back with an uncompromising expression.

"I guess, you guys are aware why I am here?" Ben asked as he looked at the Celestial mage.

Lucy sweat dropped as she answered, "To take us back. Did I get it right?"

"Ben, I was forced to come!" Happy cried out while waving his paws in a comical fashion and looking up at him with tear-filled eyes. Lucy, meanwhile, looked at Happy in surprise.

'That little traitor!' Lucy thought as Ben looked down at Happy as he continued babbling, "Since you're here does that mean Erza isn't-" Happy started to say hopefully, but the Omnitrix bearer shook his head and pointed off in the direction he remembered the explosion being in.

"But Ben... Erza's really mad I bet." Happy added as Ben nodded his head once before he turned around toward the explosion. "Follow me." He said as he glanced at Lucy and she immediately nodded her head before following after him. "While we walk, explain everything." He added and

Lucy gulped nervously as Happy put his arms around his legs, not even bothering to try to escape from his clutches.

By the time they reached the already destroyed village, Lucy had explained everything she knew while Happy also added his fair share. He gathered that someone name Lyon, was collecting Moon Drip and was trying to revive an immortal demon called Deliora. As a result, all the people on the island had turned into demons and were asking for help to be reverted back to their normal selves.

This made him ponder that the trio were only trying to help others so he shouldn't be stopping them, but helping them instead. Although, he still didn't like the fact that they had risked their lives, and he just witnessed the proof when that giant rat had almost crushed Lucy.

Several minutes later, Ben, Lucy, and the tied up Lucy reached the village. Ben stopped dead in his track from seeing the destructive toll on the village. He also noticed the villagers were actually demons. He just thought that it was the effect of the curse as Lucy had mentioned earlier.

Suddenly, footsteps brought him out of his trance. He turned around to find Erza and Rook, walking toward them but there was no sign of Natsu and Gray. Both Lucy and Happy shrieked in fear from seeing the fuming redhead who was glaring at them.

"Where's Natsu?" Erza asked Lucy, causing her to shiver in fear.

"I didn't find him anywhere." Ben answered calmly as he looked around for a certain ice wizard. "Where's Gray?"

"He is injured and is now resting in a tent outside the village." Rook replied as he eyed each villager closely. Ben and Rook were unaffected by the demons appearance since they had seen many alien species in their past journeys.

Ben was expecting someone to get hurt so he wasn't too surprised. He just hoped it wasn't anything severe. His attention was then grabbed by sobbing.

He turned around to find a short, bald demon with long silver sideburns running from the length of his face down to his hips. He had purple skin with dark violet spots all over his body, and blue claws for feet and hands. He was wearing a necklace made of what appear to be large animal teeth centered by a skull and a dark blue cape that drapes down from his shoulders to the back of his knees that features a crescent moon symbol. He also wears a white tribal-like kilt that features a red ringed circle and two green stripes encircling near the trimmings of the kilt, which is also cut decoratively. He has gold rings on both of his legs and his left arm. He was also carrying a plain staff composed of a wooden handle with a silver crescent finial. This was Moka, village chief of Galuna Island.

Currently, he was crying before what looks like a destroyed tombstone. This hurt the Omnitrix bearer's heart as he strolled toward him silently. He kneeled down beside and was about to comfort him when suddenly his Omnitrix started blinking green and blue.

'What with this now?' He tried to check it but soon his attention was drawn by some chatting behind him.

"We'll take Gray to a tent and finish tending his wounds." A young woman with short blue hair said before motioning to a bandage-wrapped Gray who was lying on a stretcher being carried by four villagers.

Lucy stared after him, concern in her eyes, before freezing when a gauntlet encased hand latched onto her shoulder.

"Ben, make sure Gray doesn't escape." The redhead commanded.

Ben hesitated in confusion as he watched Erza drag Lucy away. He shook his head a couple of times and released Happy from his mana tendril, but Rook caught the blue cat by his tail before he could fly away.

"What is it?" Rook asked. He had noticed that Ben was not himself. Something was bothering him. Ben stared at him for a moment before nodding dismissively.

'She'll calm down by the time it takes Gray to wake up.' Ben thought as he walked after the ones carrying Gray.

It was almost evening by the time before Gray's eyes opened weakly. After a couple of seconds he suddenly sat up quickly, his eyes alert, before wincing as he put his hand on his stomach. 'Damn that Natsu...' Gray thought, recalling how Natsu had punched him in the stomach to keep him from fighting those minions of Lyon.

A second later, his eyes went wide when he noticed Ben sitting three feet to his right, his legs crossed and his eyes closed as if he was dozing off.

"Ben?" Gray said in surprise as Ben stirred a couple of times before his eyes opened to look at Gray. "What are you doing here?" Gray asked but Ben just stood up before walking up to Gray then offering him his hand.

"Of course..." Gray said with a small sigh as he took Ben's hand before standing up. "Ben, I have no intention of going back now." Gray said with steely eyes as soon as the thought why Ben could be here stuck his mind. He looked into the Omnitrix bearer eyes when Ben suddenly gave a small grin and nodded his head.

"Lucy explained what happened." Ben said before walking to the door flap, and the ice wizard followed him.

"Where are we?" Gray asked.

"Village was overrun last night so we're in a tent outside the village." Ben replied, shocking him.

Gray followed silently for several seconds before giving a sigh. "At least it wasn't Erza that came to get us." He remarked.

Ben glanced back in amusement before opening a door flap to reveal Erza sitting down with her legs crossed. Gray's eyes shot open when he saw Erza and the Omnitrix bearer motioned for him to walk in. Lucy and Happy were beside the redhead and tied up in rope. Rook was sitting in a corner.

Gray steeled himself before walking in to face Erza. Ben walked in behind him before going to the side.

"Gray, weren't you supposed to be stopping Natsu and bring everyone back?" Erza asked and Gray nodded his head. Erza continued, "I am really disappointed."

"Do you know where Natsu is?" Gray asked and Erza shook her head.

"We know nothing." Rook replied.

"And that's what I want to know." Erza added in. "We are going back to look for Natsu and then we are returning back to guild."

"What are you saying, Erza?" Gray asked surprised and his eyes widened slightly. "Erza, don't you know what's going on! People in this island are in deep trouble." Gray added in as Erza paused to look at him, her face away from Ben.

"And so what if they are?" The redhead armored woman asked, causing Ben's eyes to shot open in surprise. "Ben and I only came here to bring rule breakers back to the Guild, that's all there is to say. I am not interested in anything other than that" Erza said and Ben's expression fell slightly as his mood changes. Rook noticed this change in his partner.

"But surely you saw the kind of suffering the people on this island are going through right now!" Gray said and Erza nodded her head. "And you're okay with just leaving them like this!" He demanded and Erza shifted her body to face him directly.

"I am aware that the job was posted at every Guild." Erza said as she looked him in the eyes. "Wouldn't it be better to let other wizards handle this officially?" She added before pausing a little uncertainly.

"I was wrong about you." Gray muttered surprised by this sudden behavior of his guild mate. "Don't you have any honor?" Gray demanded and Erza's eyes hardened again as Lucy and Happy looked at him in shock.

"What did you say?" Erza demanded coldly before holding her hand up. "Do you intend to break the rules as well and join them?" She asked before she equipped a sword in her hand and placed it before Gray, pointing it on his neck.

Gray's eyes went wide in shock before his eyes hardened. He was going to retort when Ben spoke up with his eyes closed. "To be honest, I wasn't here to take anybody back. I was here to help them accomplish the mission. I thought you could help me too since I don't know much about this strange world."

Everybody eyes widened in shock, especially Erza's. She had thought that Ben was helping her throughout the journey but he was actually trying to betray her by helping the rule breakers. "What..." She tried to say but Ben continued.

"I had seen how hard you were fighting when the guild masters were in danger, but I never thought that you could be so coldhearted like this." Ben opened his eyes. A second later, the sound of metal dropping on ground rang throughout the small tent and everyone, mainly Erza, looked at Ben in surprise whose right arm raised up was engulfed in sparkling blue energy.

For several long seconds no sound was made before Ben dropped his arm down and turned around to leave.

"Ben?" Erza said in surprise, but he was already walking to the exit before pausing.

"From where I am, I was a superhero and never turned my back when others needed help." Ben said disappointedly as he looked over at the frozen ice wizard. After a second, Gray nodded his head before walking out in front of the Omnitrix bearer and followed by Rook.

"Follow me to the ruins." Gray said.

Ben nodded in response. He glanced back at Erza shortly, and then walked out after Gray without another word.

Erza's eyes were now wide, the look of disappointment in Ben's eyes filling her with shock. She crouched down to retrieve her sword before freezing as realization filled her.

After a while, through the forest woods, the trio was running toward a certain direction.

"You okay?" Rook asked as he and Ben ran in the direction Gray was leading them to. Rook was a bit concerned since Ben hadn't said anything since his argument with Erza.

"You didn't need to do that, you know." Gray spoke up.

"I know." Ben said simply before he felt someone tailing them. He immediately looked back.

"Gray, how far away are the ruins?" Erza asked as she and Lucy ran up with Happy flying along behind them.

"Erza?" Gray said, surprised.

He halted and turned around before dropping to a ready stance. "I already said-"

"We'll finish this job." Erza interrupted as she stopped in front of him, locking eyes only with Ben. "I am helping!" She added, bringing a small smile to Ben's lips.

Erza gave a small smile in return before looking at Gray again, her expression serious once more. "Gray, you seem to know what's going on here."

Gray's eyes went to the side as his right hand clenched. "Yeah..." Gray said and Ben also went serious as everyone gathered around the black haired mage. "But in order for you guys to understand... I will have to start from the beginning.

"But we don't have time to just stand around, so I'll explain on the way." He stated as he shook his head and started running towards the ruins again, the other following close behind.

Gray explained how the powerful demon Deliora had invaded his village up in the north years ago and destroyed it. His parents were also killed in that incident as well. Lyon along with Ur, a powerful Ice-Make mage had come to investigate the village's destruction, and found him alive among the ruins. She took him in as her second student and taught him and Lyon the same Ice-Make Magic. He accepted the training to become stronger using Ur's unorthodox methods. He also told about his unusual habit of stripping unconsciously due to Ur's training methods. Once he heard of Deliora's location, he decided to challenge it, ignoring Ur and Lyon's warnings.

"But why did you go after it all alone?" Lucy asked, confused.

"Revenge" Ben stated quietly, making Lucy and Happy look back at him surprise.

Gray nodded as he looked up at him then he continued about how he was easily defeated by Deliora and later on he woke up to see Ur battling it instead, but the demon proved to more powerful. Ur had lost her leg during that and replaced it with ice. She then used Iced Shell magic to trap that demon into ice using her body as a medium. He had asked many powerful mages to undo the spell so that Ur could be brought back but no one was powerful enough to do that.

This story made Ben even more determined to help Gray. He now knew about Gray's suffering and will do anything to help him out, yet he still couldn't understand a few things which were continuously crossing his mind.

"But why is Lyon trying to revive Deliora?" Ben asked.

"Lyon's dream was always to surpass Ur's magical abilities while she was teaching us." Gray explained as they ran. "Now that she's gone, he's trying to defeat Deliora; the demon she couldn't defeat." Gray explained.

"In order to surpass the dead… that would be the only way…" Lucy said solemnly.

"Aye." Happy said as he flew beside her.

"No, Lyon simply doesn't know," Gray said as his gaze lowered and they all looked at him questioningly. "Ur did disappear but," Gray trailed off before suddenly looking up again. "She's still alive."

Lucy screamed in surprise hearing the confession while Ben and Erza shot him looks of surprise.

"But how?" Happy yelled as he grabbed his cheeks in shock.

Gray took a deep breath as he explained, "Iced Shell is a technique that uses the spirit and the physical body of the user to freeze the target into a block of ice. It is virtually un-meltable as it is not actually a block of ice. It channels the user's body into the form of ice, destroying their body. The Caster is not dead but alive in the form of ice."

The group then came to a stop, standing in front of an ancient temple that was covered in cracks and vines. Crescent moons decorated every doorway and every pillar. However, the temple wasn't the reason why the group was surprised. It was that the temple was tilted to the side.

"The ruins seemed to be tilted to one side." Lucy asked in confusion as she tilted her head to the side as they took in the bizarre sight of the structure. "Don't you think?"

"How could that have happened?" Happy asked also tilting his head the same as Lucy.

"Natsu!" Ben smiled at the effort that Dragon Slayer must have given to accomplish this.

"Yep." Gray agreed, equally surprised. "I have no idea how he did it but that's the sort of damage he can leave behind. As long as it keeps moon light away from Deliora, everything should be fine."

Rook grinned, "Sometimes his destructive tendency really comes in handy."

Ben and Erza both noticed some movement behind them. The former immediately summoned a blue mana shield around the group and deflected a dozen, small crescent-shaped blades.

Erza growled angrily by the sudden attack. "Who's there?"

The attackers came out of their hiding place. They were nearly a couple dozen that were all dressed in the same purple ceremonial robes and masks.

"We will stop you Fairy Tail's wizards." The leader of the group said as more came out from the bushed, "We will not let you interrupt master Reitei now."

"They are Lyon's minions." Erza confirmed.

"Aye." Happy chimed in.

"I will handle them." Erza said confidently as she equipped a sword. "Go on and deal with Lyon."

"Don't worry. We'll take care of these guys for you." Lucy commented, swirling her whip.

"Aye!" Happy said with a wide smile on his face.

Rook nodded as he unlatched his proto-tool from his back.

"Thanks guys." Gray mumbled before he started to run to the ruins while the sun began to set with Ben tailing him from behind.

After a while, Ben and Gray were standing surprised before the entrance of the forbidden temple. While they were getting closer to the temple, it began to shake and returned back to its original position as if nothing had happened to it.

"That's bad." Gray muttered, shocked. "Now the Moon Drip will directly fall on Deliora."

"Whatever…" Ben stated as he gotten serious, "Let find that old friend of yours."

Gray nodded. They were about to sprint toward the temple when someone's laughing caught their attention. They turned around to see a small, draft hunched man wearing red clothes below a grayish black cloak and a red striped, horned mask that covered his upper half of his face. His mouth, the only visible part of his face, showed a wide grin.

"Look at what we're having here." The masked man said in amusement. "An Ice wizard and the new Take-Over mage from Fairy Tail."

"Who are you?" Gray asked, confused.

The masked man laughed. "I am Zalty."

"What's with all the laughing?" Ben mumbled in a bored tone. He turned to his ice user friend. "You go ahead. I'll stop him here."

Gray nodded as he again sprinted toward the temple. Ben watched him until he was out of sight, then he turned to look at the new opponent.

"If I guess right, it was you who put back this temple to its original state." Ben deduced as he reached for his Omnitrix, not removing his eyes from the masked man.

"The moon will be out soon so I thought about putting the ruins back in its original position." Zalty laughed.

"How did you do it so easily?" Ben asked, interested. It really piqued his interest about knowing what type of magic this guy used to return the temple back to its former condition.

Zalty just stared at the Omnitrix bearer before he again started laughing.

"So, I guess you won't speak until you get a major beating." Ben grinned as he activated his Omnitrix. "Well! It's fine by me." He smirked.

He slammed down the dial and was engulfed in a bright flash of green light. Zalty had to shield his eyes against the bright flash. When the light died down, it revealed a werewolf-like creature. It had long grey fur, a long flowing mane, and a large bushy black tail, with three sharp claws on each hand and foot. The inside of its mouth was green. He was wearing a green suit with black stripe running down his chest. The Omnitrix symbol was located on his lower stomach, above the belt while the Fairy Tail mark was present over his left upper arm.

"BLITZWOLFER" Ben roared.

* * *

**OMNITRIX DATABASE**

Blitzwolfer is a werewolf-like Loboan from Anur Transyl's moon Luna Lobo. Besides superhuman strength and agility, Blitzwolfer can peel back his lupine snout to send out a sonic howl. Besides the color-blindess, Blitzwolfer finds it hard to resist his predatory instincts. Blitzwolfer is said to be affected by many other normal attacks and Blitzwolfer's vision could be blinded by ultraviolet light. Blitzwolfer can emit a powerful green ultrasonic howl by opening his quadra-hinged muzzle. This can cause considerable damage to his targets, reflect incoming projectiles, or propel himself upward like a rocket booster. He has enhanced senses of smelling and hearing, as well as enhanced agility, speed, and strength. He also has extraordinary night vision. Blitzwolfer also has formidable claws and fangs.

* * *

Zalty stared in amazement by the sudden transformation. Soon his surprised look turned into smirk as he laughed, "That quite a fascinating magic you have got there."

Blitzwolfer simply blinked his green eyes. "You smell like a woman!"

Zalty smile vanished as a sweat drop appeared on his face. He laughed again ignoring the previous comment.

"You are really creeping me out!" Blitzwolfer yelled as he lunged at the masked man. "Tell me how you put back the ruins?" He roared as he tried grabbing him, but that masked man proved to be agile. Zalty easily leaped out of the werewolf's reach.

Blitzwolfer again sprinted toward his opponent in an attempt to grab him and beat the shit out of him before making him talk, but before he could reach Zalty, a crystal ball struck him hard in the chest sending him flying back to the temple entrance.

"Now that hurt!" Blitzwolfer mumbled, getting back on his feet. Suddenly, he sensed some rumbling above him. He looked up to find a big spherical chunk of ceiling falling down on him. Immediately, he took a deep breath and opened his mouth like a quadra-hinged muzzle and aimed a powerful, green sonic howl at the falling chunk, shattering it into many small pieces.

Blitzwolfer noticed the masked man waving his hand again, and the shattered pieces of that chunk of ceiling lifted back to where it before the damage disappeared like it wasn't done.

"This is how I put the ruins back to its original place." Zalty explained.

"You can control time?" Blitzwolfer asked as his emerald eyes narrowed dangerously. It didn't take time for him to understand the type of magic his opponent uses.

"Yes!" Zalty replied surprised by how easily that werewolf able to figure it out. "What you saw now is a Lost Magic that is very rare just like that Salamander's Dragon Slayer magic."

Blitzwolfer growled in response as he now knew about the magic his opponent used. He knew that this was a really dangerous magic, yet he leaped at the masked man for the third time only for him to cackle and vanish.

The Loboan sniffed his surroundings before he sprinted off toward the temple. Even using his enhanced agility proved to be difficult in pursuit of that odd-looking wizard given that he didn't know where exactly he was going. In fact, he was more like following the traces of the masked man's smell in order to track him, which thanks to his womanly smell made it a little easier.

The two finally came to a stop in an underground cave. Zalty himself was standing atop a nearby rock formation, a smirk etched on his face as he gazed up at frozen demonic figure.

Blitzwolfer noticed that a massive, dark blue colored, humanoid demon was trapped in a huge chunk of ice. It had a large torso and two large arms that end in large, scaly hands. In addition, it had two large legs that end in feet that resemble the feet from a large bird; it also had large spikes on the back of its feet. Its hair was mane-like in shape and it flows down to the nape of its neck. It had a pair of horns that point upwards, starting from a plate on its forehead. It has large pointed teeth as well as two hollow eyes. This was Deliora, the Demon of Destruction.

Blitzwolfer's attention was grabbed by the annoying laughing of the masked man who was now staring down at him.

"Well now this is a pleasant surprise. I really was looking forward to having a bit of fun with you." Zalty stated.

"Then why bring me here of all places?" Blitzwolfer asked. "You were moving too specifically for not having a plan with where you were leading me to."

"Aren't you the observant one? If you must know why I brought you here, it's because of that attack you are capable of firing. I can't very well allow you to release it anywhere else. Otherwise the temple itself might be destroyed." Zalty explained referring to the werewolf sonic howl.

"And what makes you think I won't use it here?" Werewolf asked, narrowing his eyes.

"Simple! That attack of yours seems to be potent enough to destroy the Iced Shell. Now you wouldn't go and risk that happening, would you?" Zalty countered, his smirk increasing in size.

"Uh-Uh! But that wasn't the only thing I can do." Blitzwolfer growled, prompting the masked man to chuckle in response.

"I know you are capable of more than that, yet you wouldn't risk using your full power here. Perhaps you would accidentally shatter the ice." Zalty laughed, making the werewolf growl in response.

"You're really creepy, you know that?" Blitzwolfer asked rhetorically.

"Now that hurts…" Zalty said in a tone of fake sadness.

Without any warning, a crystal sphere shot at the werewolf from across the cavern, forcing him to jump up into the air in order to avoid it. The projectile was initially dodged; however, it then turned and began to fly after the alien werewolf as he released another howl in the air, thrusting him downward and making him dodge the crystal again.

Blitzwolfer grunted as he fell to the ground and punched the returning crystal hard, shattering it into pieces but that proved to be useless. In an instant after it had been presumably destroyed, the sphere returned to its former undestroyed form and continued to rush at its target.

'What the hell?' Blitzwolfer wondered as that crystal struck hard in his gut for second time, blowing him away.

"I've seen better powers than that." Blitzwolfer growled, getting back on his feet.

"Oh, care to explain?" Zalty asked, a slight frown marking his features as opposed to a cocky smirk.

"Very clearly. You can't use your powers on living objects. Otherwise, you would have just used it to kill me or any of the others by now." Blitzwolfer replied, "Moreover, you wouldn't need the Moon Drip in the first place to free Deliora, you could have just used your magic to destroy the ice. However, since the ice is living because of its caster's, your unable to do it."

For a moment, the cocky look on the masked man's face completely disappeared. Not only had that Take-Over mage figured out how why he couldn't just destroy the Iced Shell, he also figured it out without him saying so. He stood in awe at the rather impressive deduction of someone who was really quite new to all of this. His ability to comprehend a given situation was rather phenomenal, but 'he' still had an act to keep up and therefore shook off his surprise for the time being.

"Yes indeed! Aren't you an observant one? Tell me if you saw this one coming." Zalty said, his smirk returning in full force. He waved his hand before him as the crystal replicates itself into a total of ten other separate crystal spheres and began to charge directly at the werewolf from all directions. Clearly they were meant to be a surprise attack, and they were moving significantly faster than the initial projectile.

Blitzwolfer sensed it coming but he was too slow to act as all the crystal smashed into him. He gritted his teeth in order to restricting his painful cry. After a moment of assault, he managed to leaped up and prepared to crash into his opponent in an attempt to end the fight right here and now.

The time magic user, however, leaped backwards in the air with time to spare, which surprised Blitzwolfer. He smashed into the rock formation, shattering it completely.

"Now that was very impressive. I expected as much from such a worthy adversary." Zalty commented in an upbeat tone.

"Yah know, you are really annoying." Blitzwolfer sneered. "Tell me something, why are you helping Lyon?"

"Nothing gets past you, does it? I was right to think that you really are a worthy opponent. Inelegance, agility, speed, strength, you just seem to have it all don't you?" Zalty said, sounding rather excited for some reason.

Blitzwolfer growled.

"The Cold Emperor Reitei is an arrogant brat. He doesn't even stand a chance against Deliora no matter how hard he tries." Zalty began.

"Tell me something I don't know." Blitzwolfer asked again, his voice filled with heavy sarcasm.

"I am going to have Deliora for myself. There are certain spells that will allow me control over immortal monsters like this one here." Zalty stated proudly. "Can you imagine, how powerful I will be if I have Deliora under my power?"

"You really think that this demon is going to make you that strong!" Blitzwolfer began as tapped his Omnitrix symbol on his before he was engulfed in another bright emerald flash.

When the flash vanished, it present a robot-like alien with skin that was made of copper-colored metal, with a winding key on its head. There were black stripes and a transparent piece of green hexagon glass on its chest, revealing gears inside of him. On its back, it had a black stripe that splits in two stripes with a keyhole between them. The Omnitrix symbol was located on its chest while the Fairy Tail mark was on its left shoulder.

"CLOCKWORK" Ben yelled.

* * *

**OMNITRIX DATABASE**

Clockwork is a Chronosapien. He is a mechanical robot-like alien probably made of copper-colored metal, with a sort of concave circle that shows his gears inside; and the appearance looks inspired on a Mayan golem, but has a German accent. By using a green ray, he can fire a powerful blast; and can also project the past events by spinning his protrusion on his head, probably like a hologram projector; however, as he is made of copper, he isn't so durable, being easy target to energy or close range strikes. He can also slow down time for everyone except himself.

* * *

"You can't even defeat me." Clockwork finished.

Zalty stared at the new alien in silence. A moment later, he waved his hand and sent his crystal to attack his new opponent.

Clockwork would have grinned if possible as he raised his arm and fired a green ray, stopping the crystal in its path. Immediately, cracks appeared on it before it turned to dust. Zalty was caught totally off guard as he deduced the power his new opponent possessed.

"Y-you can al-so control t-time." Zalty stammered out. The shock of witnessing someone with time powers that rivaled him left him unable to properly move.

"Yes, and I am also capable of doing this." Clockwork admitted as he again fired another green ray freezing the masked man in time.

"Now all that's left is …" Clockwork began as he punched Zalty hard in the face, sending him flying back and in turn freeing him from his control. "…You are nothing more than a weakling."

Zalty wobbled back on his feet as rubbed his sore cheek. This time he didn't laughed as he has been doing but simply stared at the robotic alien in surprise. "You can also control living objects. Incredible!"

Clockwork was going to reply something witty when he noticed a huge pink magic circle appeared over the demon and pink liquid drop started pouring down.

"What's that?" Clockwork asked gesturing toward the demon.

Zalty grinned, "Moon Drip ceremony has finally begun. Soon Deliora will be freed and I will have control over it."

All of a sudden, cracks appeared on the ice trapping the demon. Clockwork immediately walked near the frozen demon and thought of a way to stop this development. He remembered Gray saying that Ur was still alive, but as the ice that was trapping the demon. He turned toward the masked man, "You know that Ur is still alive. Don't you?"

Zalty was caught off guard for the second time. He simply nodded in response, uncertain why he was being asked that.

Clockwork looked back at the humungous demon as and what seems like after a deep breath, he stated, "Good!"

The Chronosapien didn't know what he was about to do was a good choice or not, but he also can't let someone die on his watch. He just hoped that everything turned out all right in the end.

* * *

**Here goes another chapter. Hope you guys like it. **

**Yep, Ur is going to be alive as well as Deliora. Any idea which alien will be suitable enough to defeat this 'Demon of Destruction'? Any idea; let me know and I will see about it.**

**Please read and leave review as it is always appreciated. Critics and constructive ideas are also welcomed. And don't forget to suggest some title for Ben because it will be needed. Until then enjoy.**


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